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): January 12, 2007
ENERGTEK INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-51249 42-1708652
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(Commission File Number) (IRS Employer Identification No.)
26 East Hawthorne Avenue
Valley Stream, NY 11580
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(Address of Principal Executive Offices, Zip Code)
(516) 887-8200
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(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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On January 12, 2007, Energtek Inc., a Nevada corporation ("Energtek USA"), and
its wholly owned subsidiary, Energtek Products Ltd., an Israeli company
("Energtek Israel"), entered into a Share Purchase Agreement (the "Share
Purchase Agreement") with MoreGasTech SRL, a Nevis company ("MoreGasTech").
MoreGasTech is the holder of 100% of the issued and outstanding shares of
capital stock of Natural Gas For Israel (Gatal) Ltd., an Israeli company
("Gatal").
Pursuant to the Share Purchase Agreement, Energtek Israel agreed to acquire
Gatal by purchasing from MoreGasTech all of its shares of Gatal's capital stock,
which represent 100% of the issued and outstanding capital stock of Gatal. In
consideration therefor, Energtek USA agreed to issue to MoreGasTech 3,500,000
Class 2007-A stock purchase warrants (the "Class 2007-A Warrants"). Each Class
2007-A Warrant grants to the holder thereof the right to purchase one share of
common stock of Energtek USA, exercisable from July 1, 2008 until December 31,
2011 at a per share exercise price equal to $0.05. The transactions contemplated
under the Share Purchase Agreement were consummated at a closing held on January
12, 2007, simultaneously with the execution of such agreement.
As a result of such closing, Gatal became the wholly owned subsidiary of
Energtek Israel, which in turn is the wholly owned subsidiary of Energtek USA.
Gatal was formed under the laws of Israel on October 5, 2006. Gatal is a
development stage company having minimal assets and no business operations or
revenues.
For all the terms of the Share Purchase Agreement and the Class 2007-A Warrants,
reference is hereby made to such agreements annexed hereto, respectively, as
Exhibits 10.4 and 10.5. All statements made herein concerning such documents are
qualified by references to said exhibits.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
Issuance of Warrants to MoreGasTech
The disclosure set forth above under Item 1.01 (Entry into a Material Definitive
Agreement) is hereby incorporated by reference into this Item 3.02.
On January 12, 2006, Energtek USA issued 3,500,000 Class 2007-A Warrants to
MoreGasTech. Such warrants were issued pursuant to the Stock Purchase Agreement
discussed above in Item 1.01. Each Class 2007-A Warrant grants to the holder
thereof the right to purchase one share of common stock of Energtek USA,
exercisable from July 1, 2008 until December 31, 2011 at per share exercise
price equal to $0.05. The foregoing transaction was conducted in reliance upon
an exemption from registration provided under Regulation S promulgated under the
Securities Act of 1933. MoreGasTech represented to Energtek USA that it is not a
United States person (as defined in Regulation S) or an affiliate (as defined in
Rule 501(b) under the Securities Act of 1933, as amended) of Energtek USA, and
that it is not acquiring the shares for the account or benefit of a United
States person. MoreGasTech further represented that at the time of the
origination of contact concerning the Share Purchase Agreement and the date of
the execution and delivery of the Share Purchase Agreement, MoreGasTech was
outside of the United States.
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Issuance of Warrants to Directors
On January 17, 2007, the Board of Directors of Energtek USA issued to its
directors stock purchase warrants designated as "Class 2007-B Warrants," as
compensation for services previously rendered, as follows: (i) Joseph Shefet was
issued 55,000 stock purchase warrants in consideration for serving as a director
of Energtek USA from June, 2006 until October, 2006, and as a member of the its
Advisory Board during November and December, 2006. (ii) Doron Uziel was issued
80,000 Class 2007-B Warrants in consideration for serving as a director from
May, 2006 until December, 2006, and an additional 32,000 Class 2007-B Warrants
in consideration for serving as Chief Executive Officer of Energtek USA from
May, 2006 until December, 2006. (iii) Yishai Aizik was issued 30,000 Class
2007-B Warrants in consideration for serving as director from October, 2006
until December, 2006. Each Class 2007-B Warrant grants to the holder thereof the
right to purchase one share of common stock of Energtek USA, exercisable from
January 1, 2008 until December 31, 2011, at the exercise price of $0.05 per
share.
On January 17, 2007, the Board of Directors of Energtek USA set the terms of
compensation for the directors of Energtek USA for the period commencing as of
January 1, 2007. Commencing as of such date, each director of Energtek USA shall
be entitled to the following compensation: (i) $4,200 per year, paid on a
monthly basis; (ii) $1,000 per participation at each meeting of the Board of
Directors; and (iii) 150,000 stock purchase warrants designated as "Class 2007-C
Warrants," which will vest pro-ratably in 24 equal and consecutive monthly
amounts of 6,250 Class 2007-C warrants, commencing on the last day of January,
2007 and continuing on the same day of each subsequent month until December 31,
2008. Each Class 2007-C Warrant shall grant to the holder thereof the right to
purchase one share of common stock of Energtek USA at an exercise price equal to
$0.36 per share, exercisable from the date such warrant vests until December
31st of the fifth calendar year following the year in which the warrant vested.
For all the terms of the Class 2007-A, Class 2007-B, and Class 2007-C Warrants,
reference is hereby made to the form of the Class 2007-A Warrant Agreement, the
Class 2007-B1 Warrant Agreement, the Class 2007-B2 Warrant Agreement, the Class
2007-C1 Warrant Agreement, and the Class 2007-C2 Warrant Agreement annexed
hereto, respectively, as Exhibits 10.5, 10.6, and 10.7, 10.8, and 10.9. All
statements made herein concerning such warrants are qualified by references to
said exhibits.
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Section 8-Other Events
Item 8.01 Other Events
The disclosure set forth above under Item 1.01 (Entry into a Material Definitive
Agreement) is hereby incorporated by reference into this Item 8.01.
As discussed above under Item 1.01, on January 12, 2007, Energtek USA, through
its subsidiary Energtek Israel, acquired all of the issued and outstanding
shares of Gatal. Gatal was formed under the laws of Israel on October 5, 2006.
Gatal is a development stage company having minimal assets and no business
operations or revenues. For further information regarding Gatal, reference is
hereby made to the following unaudited financial statements of Gatal, which are
annexed hereto as Exhibit 10.10: unaudited balance sheet, dated December 31,
2006; unaudited profit and loss statement for the period November 1, 2006 to
December 31, 2006; and statement for the period November 1, 2006 to December 31,
2006.
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of business acquired.
(b) Pro forma financial information.
(c) Exhibits:
Exhibit 10.4 Share Purchase Agreement, dated January 12, 2007,
Energtek Inc., Energtek Products Ltd., and
MoreGasTech SRL
Exhibit 10.5 Form of Class 2007-A Warrant Agreement
Exhibit 10.6 Form of Class 2007-B1 Warrant Agreement
Exhibit 10.7 Form of Class 2007-B2 Warrant Agreement
Exhibit 10.8 Form of Class 2007-C1 Warrant Agreement
Exhibit 10.9 Form of Class 2007-C2 Warrant Agreement
Exhibit 10.10 Unaudited Financial Statements of Natural Gas For
Israel (Gatal) Ltd.
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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.
Date: January 19, 2007
ENERGTEK INC.
By: /s/ Doron Uziel
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Name: Doron Uziel
Title:President, Chief Executive Officer, Chief
Financial Officer, and Chief Accounting
Officer
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