UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) July 23, 2007
ORGANITECH U.S.A. INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-22151 93-0969365
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Yoqneam Industrial Area, P.O. Box 700, Yoqneam 20692, Israel
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 972-4-959-0515
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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))
Item 1.01 Entry into a Material Definitive Contracts.
Further to a press release dated July 11, 2007, in which Organitech USA Inc.
(the "Registrant"), issued a press release announcing the execution of an
investment agreement ("Agreement") with Keren Katzir Debenture for Investment
Ltd. ("Katzir"), the Registrant consummated the investment on July 19, 2007.
Pursuant to the Agreement, Katzir an Israeli investment company publicly traded
on the Tel-Aviv Stock Exchange, invested $2 million and received 10,000,000
shares of the Registrant's common stock, constituting approximately 27.3% of the
Registrant's issued and outstanding share capital following the transaction.
The terms of the investment are more fully set forth in the Exhibits
furnished herewith.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Upon the consummation, and as part of, the investment by Katzir, on July
19, 2007, the Registrant's directors, Messrs. Shimon Zenaty and Shmuel Hessel
resigned from the Board of Directors of the Registrant. Messrs. Yossi Hevron,
Rami Mandola, Yossi Levi and Meir Meiran and Ms. Rona Rephaely, were appointed
to the Registrant's Board of Directors. Immediately following the consummation
of the investment, Mr. Lior Hessel, the Chairman of the Registrant's Board of
Directors resigned the chairmanship and on July 23, 2007, the Registrant's Board
of Directors, elected Mr. Yossi Hevron as the Chairman of the Registrant's Board
of Directors.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
99.1 Securities Purchase Agreement, dated July 10, 2007
99.2 Registration Rights Agreement, dated July 19, 2007
99.3 Warrant, dated July 19, 2007
SIGNATURE
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.
OrganiTECH U.S.A., INC.
(Registrant)
Date July 23, 2007
By: /s/ Yaron Shalem
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Yaron Shalem
Chief Financial Officer