UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): July 3, 2008

 

 

UTEK CORPORATION

(Exact name of registrant as specified in charter)

 

 

 

2109 Palm Avenue

Tampa, FL 33605

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (813) 754-4330

 

 

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):

 

 

 

 

 

 

 

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As previously announced, on June 10, 2008, UTEK Corporation entered into a Stock Purchase Agreement with Innovaro Limited, a company incorporated in the United Kingdom and Wales, pursuant to which UTEK agreed to issue 345,857 shares of its unregistered common stock, valued at $3,693,750 as of such date, to Innovaro Limited in consideration for 100% of the issued and outstanding shares of Innovaro Limited.

On July 3, 2008, pursuant to the Stock Purchase Agreement, UTEK purchased 100% of Innovaro Limited. Pursuant to the Stock Purchase Agreement, UTEK delivered 345,857 of the UTEK shares to Innovaro Limited. Further payments will be made subject to Innovaro attaining revenue milestones during months 12, 24 and 36 following the close of the transaction. The remaining 345,857 UTEK shares will be held in escrow and paid based on the achievement of the revenue milestones. The stock purchase agreement restricts sales of the initial consideration shares for 12 months following closing of the transaction. The initial shares and the remaining shares will be eligible to be sold pursuant to Rule 144 under the Securities Act of 1933. The issuance of the UTEK stock upon closing will be exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) of the Securities Act.

 

 

 

 

 

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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.