U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): January 24, 2007
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HIENERGY TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0 - 32093 91-2022980
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(State or other (Commission (I.R.S.
jurisdiction File Number) Identification No.)
of incorporation)
1601-B ALTON PARKWAY, UNIT B
IRVINE, CALIFORNIA 92606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 757-0855
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Not Applicable
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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
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|_| 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))
HiEnergy Technologies, Inc. ("we", "us" or the "Company") files this report on
Form 8-K to report the following:
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The Company's CEO, President, Secretary and Treasurer, Roger W.A. Spillmann has
temporarily reduced his workload, due to medical reasons. To assist Mr.
Spillmann with the management of the Company during this time, on January 24,
2007, the Board of Directors appointed William A. Nitze as its Acting CEO for
one month. Mr. Spillmann will continue to serve as the Company's President,
Secretary and Treasurer and is expected to resume his full duties as CEO.
BIOGRAPHY OF WILLIAM A. NITZE, ACTING CEO
Mr. Nitze, Chairman of our Board of Directors since June 2006, Interim Chairman
February 2006 through June 2006, Director since August 2005, and Chairman of our
subsidiary HiEnergy Defense, Inc. (since August 2003), has been Chairman of
GridPoint, Inc. since November 2003, and Chairman of Oceana Energy Systems since
March 2006. He was President of Gemstar Group, Inc. (Global Environmental Market
Solutions through Technology And Reform), from 2001 to 2005, which was founded
to work with partners around the world in implementing market-based approaches
to global environmental problems. Mr. Nitze is a graduate of Harvard College and
Oxford University (UK) and received a J. D. degree from Harvard Law School.
After a brief practice at the law offices of Sullivan and Cromwell in New York,
he spent 14 years with Mobil Oil as a legal counsel, 4 1/2 years of which were
spent in Japan.
He served as an Assistant Administrator of the Environmental Protection Agency
(EPA) for International Activities during the Clinton Administration (1994-2001)
and Deputy Assistant Secretary of State for the Environment in the Reagan and
Bush Administrations (1987-90). Mr. Nitze has written and spoken widely on
environmental issues. In 1993-94 and 2002, he taught a new course on forming an
international regime to address climate change at the Paul H. Nitze School of
Advanced International Studies at The Johns Hopkins University. As President of
the Alliance to Save Energy, Mr. Nitze led a broad coalition of business,
government, labor and consumer interests in supporting and implementing policies
and programs to promote energy efficiency. While at the Alliance, Mr. Nitze
founded the Alliance's Business Council for Sustainable Energy.
As the Assistant Administrator for International Activities at the EPA from 1994
to the end of the Clinton Administration, Mr. Nitze strengthened the EPA's
international role by making it a key player in implementing NAFTA, managing its
associated institutions and by making it the lead agency on environmental issues
in several bi-national commissions co-chaired by Vice President Al Gore. He made
environmental security a focus of the EPA's international work, instituting for
the first time a formal working relationship among the Department of Defense,
the Department of Energy and EPA on environmental security issues.
RECENT TRANSACTIONS
The following are transactions which we have entered with Mr. Nitze, including
all such transactions (and currently proposed transactions) since May 1, 2005,
the beginning of our last completed fiscal year, in which the amount involved
exceeds the lesser of $120,000 or one percent of the average of our total assets
at year-end for the last three completed fiscal years:
In March 2006, we issued to Mr. Nitze a convertible promissory note for $31,500,
bearing interest at 10% per annum and convertible into Shares at $0.30 per
Share, with warrants to purchase 12,600 Shares at a price of $0.60 per Share,
for an investment by Mr. Nitze of $31,500. The note provided for its automatic
exchange into the next qualified financing, as defined therein, at 110% of the
then outstanding balance, including accrued interest. This investment was on the
same terms as concurrently made by unaffiliated investors.
In June 2006, we issued to Mr. Nitze 3.56 shares of Series B Convertible
Preferred Stock (the "Series B Preferred Shares"), convertible into 118,666
Shares; Series B-1 Warrants to purchase 35,647 Shares at an exercise price of
$0.45 per Share, and Series B-2 Warrants to purchase 23,765 Shares at an
exercise price of $0.60 per Share, upon the automatic exchange referred to in
the preceding paragraph.
In October 2006, in compensation of annual services as a Director, our Board
approved the issuance to Mr. Nitze of an option to purchase 100,000 shares of
our common stock at an exercise price of $0.30 per share, expiring August 7,
2011, and vesting bi-annually in equal parts, so long as he is still a member of
our Board. This option was granted on the same terms as other annual grants
approved for the other members of the Board.
From October 2006 to January 2007, we issued to Mr. Nitze one-year promissory
notes in the aggregate of $240,000, bearing interest at 10% per annum, for
secured loans by Mr. Nitze of $240,000. The notes provide for exchange into the
next qualified financing, as defined therein, at 110% of the then outstanding
balance, including accrued interest.
In January 2007, to compensate Mr. Nitze for serving as our Acting CEO, our
Board approved the issuance of 150,000 shares of Company stock valued at $0.07
per share.
The Company is contemplating a proposed restructuring of certain of its debt in
which Mr. Nitze might execute a personal guaranty covering $100,000 of the debt.
Should the proposed restructuring take place, we expect, subject to the
negotiation of final terms, to compensate Mr. Nitze for executing the personal
guaranty by granting him options to purchase shares of our common stock. We can
provide no assurance that the proposed restructuring will take place or that any
such personal guaranty will be executed on these terms or at all.
The Company is contemplating possible financing opportunities involving the sale
of secured convertible notes, subject to the negotiation of terms and the
approval of such terms by our Board of Directors. The Company cannot provide any
assurances that any such transaction will be consummated on any particular terms
or at all, but should such a transaction be consummated, Mr. Nitze may
participate in the transaction on the same terms as the other investors.
SIGNATURES
Pursuant to the requirement 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.
HIENERGY TECHNOLOGIES, INC.
January 30, 2006 /s/ Roger W.A. Spillmann
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(Date) By: Roger W.A. Spillmann,
Its: President