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): September 20,
2007
INNOVA
ROBOTICS & AUTOMATION, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-33231
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95-4868120
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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15870
Pine Ridge Road, Fort Myers, Florida 33908
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (239) 466-0488
Copies
to:
Gregory
Sichenzia, Esq.
Stephen
M. Fleming, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On
September 20, 2007, Lloyd Spencer was appointed to the Board of Directors of
Innova Robotics & Automation, Inc. (the “Company”). In addition, Mr. Spencer
was also engaged as the VP of Business Development of the Company. For the
immediate future, Mr. Spencer will not serve on any committees of the Company.
There is no arrangement or understanding between Mr. Spencer and any other
person pursuant to which Mr. Spencer was elected as a director. Further, except
for the Asset Purchase Agreement entered between the Company and Coroware,
Inc.
as described below, Mr. Spencer has not entered into any agreement or
transaction with the Company in which he had or will have a direct or indirect
material interest.
From
September 1, 2004 to the present, Mr. Spencer has served as the President and
CEO of Coroware, Inc., which we acquired in May 2006. Prior to joining Coroware,
Mr. Spencer served as the Vice President of Sales of eQuest Technologies (merged
into Planet Technologies in May 2004) from September 2002 to August 2004. From
November 1996 through September 2002, Mr Spencer served as a Solutions Unit
Manager for Microsoft Corporation.
On
May
16, 2006, we completed the purchase of all of the assets of CoroWare, Inc.
pursuant to a certain Asset Purchase Agreement the Company and CoroWare, Inc.
(the “Seller”) entered into with Coroware Technologies, Inc., a wholly owned
subsidiary of the Company dated as of May 12, 2006. Under the terms of the
Asset
Purchase Agreement, the Company purchased, and the Seller sold, all of its
assets. The Company paid a purchase price for the assets equal to: (i) $450,000
in cash; (ii) $1,200,000 million in the restricted shares of common stock of
the
Company (3,000,000 shares), of which 500,000 shares were delivered to the Seller
at the closing and the remaining 2,500,000 shares are contingent based upon
the
financial results of CoroWare Technologies, Inc. for the three years following
May 16, 2006, and (iii) options to purchase 1,200,000 shares of the Company’s
common stock, exercisable at a price equal to $0.18 per share, allocated to
employees of the Seller, which was repriced at $.04 per share on September
12,
2007. Mr. Spencer was an officer, director and shareholder of the
Seller.
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.
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INNOVA
ROBOTICS & AUTOMATION, INC. |
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| Date: September
26, 2007 |
By: |
/s/ Eugene
V.
Gartlan |
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Eugene
V. Gartlan |
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Chief
Executive Officer
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