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
APRIL 19, 2007 (APRIL 17, 2007)
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
COMPETITIVE TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-8696 36-2664428
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
777 COMMERCE DRIVE, SUITE 100, FAIRFIELD, CONNECTICUT 06825
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
(203) 368-6044
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
N/A
(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
Written communications pursuant to Rule 425 under the Securities Act (17CFR
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
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 Agreement
Effective April 17, 2007 the Registrant entered into the definitive Stock
Purchase Agreement (the "Stock Purchase Agremeent") and Exclusive Marketing
Agreement (the "Marketing Agreement") among the Registrant, Betty Rios Valencia
and Agrofrut E.U. (the "Terms Sheet"). Pursuant to the Stock Purchase
Agreement, the Registrant agreed to make a strategic investment of $750,000 for
5% ownership of Agrofrut, with the right to exchange Registrant common stock to
acquire up to 100% of Agrofrut's remaining shares within 180 days. The number
of Registrant Common Shares that would be delivered at Closing for 100% of
Agrofrut will be determined by multiplying an independent valuation (subject to
both an appropriate discount factor based on Agrofrut's stage of business
development and on approval by the Registrant's Board of Directors) by .95 and
dividing the result by the 110% of the 180-day weighted average price of CTT
shares, for the period 90 days before the date of the Term Sheet and the period
90 days beginning on the date of the Term Sheet, as determined by the closing
price and trading volume shown on the Consolidated Tape of the American Stock
Exchange for each trading day in the 180-day period. The shares would be
issuable as restricted shares.
Pursuant to the Marketing Agreement, for a period of 180 days from the date of
the Agreement the registrant has the right to an exclusive "first-refusal" basis
to exploit marketing rights worldwide for all Agrofrut products. In lieu of
royalties or other payments, during the arrangement Agrofrut and the Registrant
will engage in a division of revenues so that Agrofrut will receive 60% of
marketing and sales proceeds and the Registrant will receive 40% of marketing
and sales proceeds. Agrofrut has also agreed to consult with the Registrant
during the period with respect to Agrofrut's output slate for Agrofrut products
and all key elements of the included products. The Registrant and Agrofrut will
mutually agree upon a milestone schedule of tasks to be completed for the
development, production, marketing and distribution of each product and the
relevant requirements therefor. Agrofrut will provide the Registrant with free
access to all marketing and advertising materials prepared in connection with
each product release, and the Registrant is free to utilize such materials in
marketing the products.
Ms. Rios Valencia, the principal shareholder of Agrofrut, is the spouse of Ben
Marcovitch, a director of the Registrant. Mr. Marcovitch did not participate in
or vote on approval of the Agreement.
Agrofrut's proprietary technology uses the biomass waste of pineapples, sugar
cane, oranges, grapefruits and other agricultural products to produce high
quality, low cost nutraceutical ingredients. Agrofrut's valuable extraction
technology produces nutraceutical ingredients such as bromelain and xylitol
among other important by-products, including ethanol and other alternative
fuels. Upon execution of the definitive Stock Purchase Agreement and payment of
the investment, the Registrant and Agrofrut will share revenue from the sale of
products on a 40/60% basis respectively. The Registrant's investment will be
utilized by Agrofrut to accelerate expansion of Agrofrut's extraction capacity.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
10.2 Stock Purchase Agreement among Competitive Technologies, Inc., Betty
Rios Valencia and Agrofrut E.U.
10.3 Exclusive Marketing Agreement among Competitive Technologies, Inc.,
Betty Rios Valencia and Agrofrut E.U.
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.
COMPETITIVE TECHNOLOGIES, INC.
(Registrant)
Dated: April 19, 2007 By: /s/John B. Nano
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John B. Nano
Chairman and Chief Executive Officer