UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 1, 2004
Material Technologies, Inc.
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Exact Name of Registrant as specified in its charter
Delaware 33-23617 95-4622822
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State or other jurisdiction Commission IRS Employer
of incorporation File Number Identification No.
11661 San Vicente Blvd., Suite 707, Los Angeles, California 90049
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Address of principal executive offices Zip Code
Registrant's telephone number, including area code: (310) 208-5589
Section 1. - Registrant's Business and Operations
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Item 1.01 Entry into a Material Definitive Agreement
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(a)
(1) On July 23, 2004, the registrant entered into a Stock Purchase
Agreement ("Agreement") with Langley Park Investments PLC, a corporation
organized under the laws of England and Wales ("Langley"). The Agreement
was subject to a number of material conditions precedent before the
obligations of any of the parties under the Agreement matured. The last of
the conditions precedent was satisfied on October 1, 2004, at which time
the Agreement became a binding and enforceable obligation of the parties
thereto. There is no material relationship between the registrant and
Langley other then the obligations created by the Agreement.
The Agreement obligates the registrant to issue and sell eight million six
hundred sixty-six thousand six hundred and sixty-six (8,666,666) shares of
registrant's Common Stock par value $.001 (the "Shares") to Langley for a
purchase price of $1.50 per share (the "Purchase Price"). The Purchase
Price for the Shares is represented by the issuance to the registrant of
seven million one hundred fifty-eight thousand, five hundred ninety
(7,158,590) shares of 1.0p in Langley (the "Langley Shares"). The sale of
Shares contemplated in the Agreement closed on October 1, 2004 (the
"Closing").
Pursuant to the Agreement, the registrant and Langley entered into an
escrow agreement (the "Escrow Agreement") intended to provide certain
protections to each party in the event the Shares or the Langley Shares
fluctuated in value. Pursuant to the Escrow Agreement: i) the registrant
deposited one half (1/2) of the Langley Shares with the escrowholder and
ii) Langley deposited all of the registrant's Shares with the escrowholder.
If the Market Value of the Shares on the date occurring two years after
Closing (the "Two Year Anniversary") is less than the Closing Price, the
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registrant is required to sell to Langley and Langley is required to
purchase the number of Langley Shares held in escrow (the "Langley
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Protection Shares") equal to (a) the Langley Shares multiplied by (b) the
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Percentage Decrease, at a purchase price of 1p per Langley Share (the
"Escrow Purchase Price"). The "Percentage Decrease" shall be based on the
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percentage decrease in the Closing Price of the Capital Shares as it
relates to "Market Value". "Market Value" shall be the average of the ten
(10) closing bid prices per Share during the ten (10) trading days
immediately preceding the Two Year Anniversary.
Within three (3) Business Days of the Two Year Anniversary of the Closing,
Langley shall (i) send a notice ("Sale Notice") to the registrant and the
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Escrow Agent of the Langley Protection Shares to be sold by the registrant
to Langley, if any, and (ii) deposit the Escrow Purchase Price with the
Escrow Agent, if necessary. Within fourteen (14) Business Days of the
registrant's and the Escrow Agent's receipt of the Sale Notice and Escrow
Agent's receipt of the Escrow Purchase Price, the Escrow Agent is
authorized and directed simultaneously (i) to pay the Escrow Purchase Price
to the registrant, if any, (ii) to deliver the Langley Protection Shares,
if any, to Langley and (iii) to deliver the remaining Langley Escrow
Shares, if any, to the registrant.
Section 3 - Securities and Trading Markets
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Item 3.02 Unregistered Sales of Equity Securities
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(a) The registrant issued and sold eight million six hundred sixty-six
thousand six hundred and sixty-six (8,666,666) shares of registrant's
Common Stock par value $.001 (the "Shares") to Langley Park
Investments PLC, on October 1, 2004. The total offering price for the
Shares was $1.50 per share for a total purchase price of $13,000,000.
The Shares were sold pursuant to an exemption from registration under
Regulation S of the Securities Act.
(b) The registrant issued and sold fourteen thousand seven hundred and
sixty (14,760) shares of registrant's Common Stock par value $.001
(the "Shares") to Lalit Sharma, an individual, on September 10, 2004.
The total offering price for the Shares was $1.69 per share for a
total purchase price of $24,988. The Shares were sold pursuant to an
exemption from registration under Regulation S of the Securities Act.
SIGNATURES
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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.
Material Technologies, Inc.
October 4, 2004 By: /s/ Robert M. Bernstein
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Robert M. Bernstein, CEO