UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 25, 2006
SAFETEK INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 33-22175 75-2226896
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
23 Aminadav St.
Tel Aviv, Israel, 67898
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(Address of principal executive offices)
+972-3-561-3468
(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
On April 25, 2006, Safetek International, Inc. ("Safetek") entered into a term
sheet with Interactive Health Pharmacy Services, Inc. ("IHPS"). The term sheet
sets forth the principal terms of a proposed agreement between Safetek and IHPS,
pursuant to which Safetek will acquire IHPS at a closing to he held after the
parties agree to a mutually acceptable definitive acquisition agreement. In
consideration therefor, at the closing of the acquisition, Safetek will issue to
IHPS shares of common stock in an amount equal to 50.01% of the issued and
outstanding shares of common stock.
Upon the closing of the acquisition, Safetek's Board of Directors shall consist
of Dr. Marvin Sirota, two members selected by Dr. Sirota, and two members
selected by Safetek. Dr. Sirota will be appointed as the Chairman of Safetek's
Board of Directors. Amnon Presler will remain as the Chief Executive Officer of
Safetek and Tamar Tzaban-Nuhomov will remain as the Chief Financial Officer of
Safetek. All of the foregoing officers will sign employment agreements with
Safetek.
The term sheet may be terminated at any time by either party. Except for certain
specified sections, the term sheet is a non-binding document. The consummation
of the transactions contemplated therein is subject to the execution of mutually
acceptable definitive agreement, approval of the transaction and definitive
agreements by the respective Boards of Directors of the parties, completion of
due diligence to the satisfaction of Safetek, receipt of any required approvals
of governmental authorities, and receipt of necessary consents and approvals of
third parties. In addition, the closing of the acquisition shall be made
conditional on the following events: (1) Safetek shall have not less than
$1,500,000 in cash as a working capital; (2) Safetek shall have effectuated a
1:10 reverse stock split, so that it will have approximately 601,390 shares
issued and outstanding; (3) the shares issued to IHPS upon the closing shall
have a valuation of not less than $7,000,000; (4) Safetek shall have a deficit
not higher than $250,000; and (4) IHPS shall be free of debt and any outstanding
liabilities or obligations.
From April 25, 2006 until the earlier of the closing of the acquisition or the
termination of the term sheet, IHPS is prohibited from participating in any
proposals involving the acquisition of IHPS by a third party. The foregoing
provision is binding on the parties. From April 25, 2006 and until the earlier
of the closing, the termination of the term sheet, or sixty days after April 25,
2006, each party shall have the right to conduct its due diligence investigation
with respect to the other.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAFETEK INTERNATIONAL, INC.
(Registrant)
By: /s/ Amnon Presler
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Name: Amnon Presler
Title: Chief Executive Officer
Date: May 1, 2006
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