SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 28, 2003
OrganiTECH U.S.A. INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-XXXXXX 0969365
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification
Incorporation) Number)
Yoqneam Industrial Area
P.O. Box 700, Yoqneam 20692, Israel
972-4-959-0515
(Address of principal place of business or intended principal place of business)
Lior Hessel, President and Chief Executive Officer
Yoqneam Industrial Area
P.O. Box 700, Yoqneam 20692, Israel
972-4-959-0515
(Name, address and telephone number of agent for service)
Copies of communications to:
Amy Trombly
80 Dorcar Road
Newton, MA 02459
(617) 243-0850
ITEM 5. OTHER EVENTS
On November 29, 2003, the Company entered into an Equity Line of Credit
Agreement with Dutchess Private Equities Fund L.P. covering the sale of up to $5
million of the Company's common stock over the next thirty six months. The stock
may be sold at the Company's discretion, at a 6% discount to the market price of
the Company's shares at the time of sale.
The Investment Agreement and the Registration Rights Agreement are filed as
Exhibits to this Form 8-K and are incorporated by reference into this Item 5.
The foregoing description of such documents and the transactions contemplated
therein are qualified in their entirety by reference to such exhibits.
EXHIBITS:
EXHIBIT NUMBER EXHIBIT DESCRIPTION
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10.1 Investment Agreement between the Company and
Dutchess Private Equities Fund, L.P. dated
November 29, 2003.
10.2 Registration Rights Agreement between the
Company and Dutchess Private Equities Fund, L.P.
dated November 29, 2003.
10.3 Placement Agent Agreement between the Company
and Charleston Capital Corporation and Dutchess
Private Equities Fund, L.P. dated November 29,
2003.
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 thereunto duly authorized.
Date: December 1, 2003 OrganiTECH U.S.A., INC.
By: /s/ Lior Hessel
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Lior Hessel, President