Unassociated Document
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): March 16,
2007
INNOVA
ROBOTICS AND 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.
Eric
A.
Pinero, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
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
1.01 Entry into a Material Definitive Agreement.
On
March
16, 2007, Robotics Workspace Technologies, Inc. (“RWT”), a wholly owned
subsidiary of Innova Robotics and Automation, Inc. (the “Company”), completed
the purchase of all of the issued and outstanding shares of common stock of
Altronics Service, Inc. (“Altronics”) pursuant to a certain Stock Purchase
Agreement dated as of March 16, 2007 (the “Agreement”) which RWT entered into
with Alfred Fleming and Andrea Fleming (the “Sellers”), being all of the
shareholders of Altronics.
Under
the
terms of the Agreement, RWT purchased, and the Sellers sold, an aggregate of
280
shares of common stock of Altronics, representing all of the issued and
outstanding shares of Altronics (the “Shares”) for an aggregate purchase price
of $300,000 (the “Purchase Price”), paid or to be paid by the Company as
follows: (i) $150,000 was paid on March 16, 2007 (the “Closing Date”); (ii)
$100,000 shall be paid in two installments, the first installment of $50,000
within 180 days after the Closing Date, and the second installment within 1
year
after the Closing Date, which was evidenced in the form of a $100,000 principal
amount Promissory Note issued by the Company to the Sellers on the Closing
Date;
and (iii) $50,000 in restricted shares of common stock of the Company at a
per
share price equal to $0.20 (250,000 shares), which was delivered to the Sellers
on the Closing Date and vest as follows, provided that Alfred Fleming is an
employee of Altronics at each vesting date: (x) 100,000 shares on the first
anniversary of the Closing Date; (y) 100,000 shares on the second anniversary
of
the Closing Date; and (z) 50,000 shares on the third anniversary of the Closing
Date.
The
Company claims an exemption from the registration requirements of the Securities
Act of 1933, as amended (the “Act”), for the issuance of the securities pursuant
to Section 4(2) of the Act and/or Regulation D promulgated thereunder since,
among other things, the transaction did not involve a public offering, the
Sellers are accredited investors, they had access to information about the
Company, the Sellers took the securities for investment and not resale, and
the
Company took appropriate measures to restrict the transfer of the securities.
In
addition, on March 16, 2007, Altronics entered into an Employment Agreement
(the
“Employment Agreement”) with Alfred Fleming under which the Company will employ
Mr. Fleming as a Vice President for a period of 3 years commencing March 16,
2007 and ending on March 15, 2010 which will be automatically renewed for
successive 1 year periods until 30 days prior written notice not to renew is
delivered by either the Company or Mr. Fleming. Mr. Fleming will be paid a
monthly salary of $6,250, or $75,000 per annum, and shall be issued stock
options in accordance with Altronics’ executive level option schedule, which
will vest over the 3 year term of the Employment Agreement. Further, Mr. Fleming
may be eligible for Altronics’ employee bonus program, to be determined by the
Board of Directors of Altronics based on meeting performance objectives and
bonus criteria. During the term of his employment and for a period thereafter,
Mr. Fleming will be subject to confidentiality and non-competition provisions,
subject to standard exceptions.
On
March
19, 2007, the Company issued a press release announcing the entry into the
Agreement with the Sellers and the completion of the transactions contemplated
therein, a copy of which is attached hereto as Exhibit 99.1.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to
be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Act or the Exchange Act, except
as
shall be expressly set forth by specific reference in such filing.
Item
2.01 Completion of Acquisition or Disposition of Assets.
See
Item
1.01 above.
See
Item
1.01 above.
Item
3.02 Unregistered Sales of Equity Securities.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of business acquired.
Due
to
its size of assets and lack of revenues, Altronics does not met the requirements
for a significant subsidiary and does not require audits for years ended
December 31, 2005 and 2006.
(b)
Pro
forma financial information.
To
be
filed not later than 71 days after March 20, 2007.
(c)
Exhibits
Exhibit
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10.1
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Stock
Purchase Agreement dated as of March 16, 2007 by and among Robotic
Workspace Technologies, Inc., Alfred Fleming and Andrea
Fleming.
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99.1
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Press
Release of Innova Robotics and Automation, Inc. dated as of March
19,
2007.
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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.
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INNOVA
ROBOTICS AND AUTOMATION, INC.
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Date:
March 21, 2007
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/s/
Walter K. Weisel
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Walter
K. Weisel
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Chief
Executive Officer
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