-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dt6RwQpvnz4DQKqIMerFlK7BAEgJgN4WBl4xV2q548oBAtT5xmP0wmMHiDJwcbCQ o9hhYHfWZtUn0i6/TLBCgQ== 0001072613-09-000942.txt : 20090522 0001072613-09-000942.hdr.sgml : 20090522 20090521162348 ACCESSION NUMBER: 0001072613-09-000942 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090517 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20090521 DATE AS OF CHANGE: 20090521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIS TECHNOLOGIES LTD CENTRAL INDEX KEY: 0001090507 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 133669062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30391 FILM NUMBER: 09845725 BUSINESS ADDRESS: STREET 1: 805 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129358484 MAIL ADDRESS: STREET 1: 805 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 form-8k_16468.htm FORM 8-K DATED MAY 17, 2009 www.eXFILE.com 888.775-4789 -- MEDIS TECHNOLOGIES -- FORM 8K
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
 
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
 
May 17, 2009
 
__________
 
 
MEDIS TECHNOLOGIES LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
 
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)

0-30391
(COMMISSION FILE NUMBER)
13-3669062
(I.R.S. EMPLOYER IDENTIFICATION NO.)
 
 
805 Third Avenue
New York, New York 10022
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  
 
(212) 935-8484
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
 
 
 
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

Effective as of May 20, 2009, Medis Technologies Ltd. (the “Company”) entered into a Secured Promissory Note (the “Knickerbocker Note”) and Pledge Agreement (the “Pledge Agreement”) with Knickerbocker Fine Arts Ltd. (“Knickerbocker”). Knickerbocker is an affiliate of Howard Weingrow, a former executive officer and director of the Company. Pursuant to the Knickerbocker Note and Pledge Agreement, Knickebocker loaned $50,000 to the Company at a yearly interest rate of 6%.  The loan is secured by 500,000 ordinary shares of Cell Kinetics Ltd., a majority-owned subsidiary of the Company, which are beneficially owned by the Company.  The maturity date of the loan and all accrued interest is August 18, 2009, and may be prepaid in whole or in part by the Company.  The Knickerbocker Note and Pledge Agreement contain other customary provisions found in loans of this type, including relating to default provisions.
 
Effective as of May 17, 2009, the Company entered into a Promissory Note (the “Finkelshtain Note”) with Gennadi Finkelshtain, the General Manager of More Energy Ltd., a wholly-owned subsidiary of the Company. Pursuant to the Finkelshtain Note, Mr. Finkelshtain loaned $50,000 to the Company at a yearly interest rate of 7%.  The maturity date of the loan and all accrued interest is September 17, 2009, and may be prepaid in whole or in part by the Company.  The Finkelshtain Note contains other customary provisions found in loans of this type, including relating to default provisions.
 
 
 
 
Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
The information included in Item 1.01 above is hereby incorporated by reference into this Item 2.03.
 
 
 
 
 
SIGNATURE

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.

Date:      May 21, 2009
 
 
 
MEDIS TECHNOLOGIES LTD.
  
     
       
 
By:
/s/ Jose Mejia  
    Name: Jose Mejia  
    Title:   President and Chief Executive Officer  
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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