-----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, MC9XMlI0zAEj+ontLna599/WD4gxNC6uiAM5ZeRWczS51LfJwZsrmr1j41SNsLLN UI/OoUGecLZVmeYYSJ0EaA== 0001116502-05-001423.txt : 20050621 0001116502-05-001423.hdr.sgml : 20050621 20050621151419 ACCESSION NUMBER: 0001116502-05-001423 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050621 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050621 DATE AS OF CHANGE: 20050621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PURADYN FILTER TECHNOLOGIES INC CENTRAL INDEX KEY: 0001019787 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 141708544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11991 FILM NUMBER: 05907950 BUSINESS ADDRESS: STREET 1: 2017 HIGH RIDGE ROAD CITY: BOYTON BEACH STATE: FL ZIP: 33426 BUSINESS PHONE: 5615479499 MAIL ADDRESS: STREET 1: 2017 HIGH RIDGE ROAD CITY: BOYTON BEACH STATE: FL ZIP: 33426 FORMER COMPANY: FORMER CONFORMED NAME: T F PURIFINER INC DATE OF NAME CHANGE: 19960726 8-K 1 puradyn8k.txt CURRENT REPORT 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) June 21, 2005 ------------- Puradyn Filter Technologies Incorporated - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-29192 14-1708544 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 2017 High Ridge Road, Boynton Beach, Florida 33426 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (561) 547-9499 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): [__] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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 240.14d-2(b)) [__] Pre-commencement communications pursuant to Rule 133-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On June 8, 2005, Puradyn Filter Technologies Inc. (the Company,) executed subscription agreements with six accredited investors, including senior management, for which it received gross proceeds of $1.08 million for the purchase of 3,600,665 shares of common stock at $0.30 per share. Also, as part of this financing and as of June 17, 2005, the Company received from an additional investor a total of $60,000 for the purchase of 100,000 shares at $0.60 per share and warrants to purchase 400,000 shares, exercisable at a price of $0.80 per share. As part of these subscriptions, the Company will receive additional funds of $330,000 from senior management by July 1, 2005 in connection with the above offering. To date, $270,000 of the $600,000 committed by senior management has been received in this financing. Inasmuch each of the investors had a preexisting relationship with the issuer, are stockholders and/or are members of management, are accredited and sophisticated investors, the issuance of the securities was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933. ITEM 8.01 OTHER EVENTS On June 10, 2005, six members of Puradyn's management team agreed to participate in a voluntary salary deferral program (the Program) until such time as the Company reaches a cash flow positive position. The Program will reduce salaries by an agreed-upon percentage, relative to current salary and position, on a paycheck basis and will be retroactive beginning May 23, 2005. No stock options or special considerations of any kind have been presented to the management team as an incentive to participate in the Program. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press release of the Company dated June 21, 2005 announcing the funding raised from the private placement and a summary of the Program. 2 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. PURADYN FILTER TECHNOLOGIES INCORPORATED By: /s/ Richard C. Ford ---------------------------------------- Richard C. Ford, Chief Executive Officer DATED: June 21, 2005 3 EX-99.1 2 ex991.txt PRESS RELEASE EXHIBIT 99.1 [LOGO PURADYN(R) FILTER TECHNOLOGIES INCORPORATED] CONTACT: Kathryn Morris, PURADYN Director, Corporate Communications (T) 561 547 9499, x 226 investor-relations@puradyn.com http://www.puradyn.com PURADYN RAISES EQUITY IN PRIVATE PLACEMENT - Senior management participates in funding - BOYNTON BEACH, FL - JUNE 21, 2005 - PURADYN FILTER TECHNOLOGIES INCORPORATED (AMEX: PFT) announced today that it has executed subscription agreements through a non-brokered private placement with seven accredited investors, including senior management. As a result of this private placement, the Company has received gross proceeds of approximately $1.14 million for the purchase of 3,600,665 shares of common stock at $0.30 per share, purchase of 100,000 shares at $0.60 per share, and warrants to purchase 400,000 shares, exercisable at a price of $0.80 per share. As part of these subscriptions, the Company will receive additional funds of $330,000 from senior management by July 1, 2005 in connection with the above offering. To date, $270,000 of the $600,000 committed by senior management has been received in this financing. Additionally, on June 10, 2005, six members of Puradyn's management team agreed to participate in a voluntary salary deferral program until such time as the Company reaches a cash flow positive position. This program will reduce salaries by an agreed-upon percentage, relative to current salary and position, on a paycheck basis and will be retroactive beginning May 23, 2005. Joseph V. Vittoria, Chairman, said, "Our prime objective right now is to continue addressing our short-term liquidity while continuing to grow the Company. The support we have received from these investors brings us several steps closer to accomplishing that purpose. The investment made by senior management and the voluntary deferral of salaries by all management shows considerable confidence and long-term commitment in the Company's future. "In addition to the cost-saving measures implemented in early 2005 and which are ongoing, this funding will provide the financial stability to advance our business plan in 2005 and the first half of 2006." ABOUT PURADYN FILTER TECHNOLOGIES INCORPORATED PURADYN (AMEX: PFT) designs, manufactures and markets the PURADYN(R) Bypass Oil Filtration System, the most effective filtration product on the market today. It continuously cleans lubricating oil and maintains oil viscosity to safely and significantly extend oil change intervals and engine life. Effective for internal combustion engines, transmissions and hydraulic applications, the Company's patented and proprietary system is a cost-effective and energy-conscious solution targeting an annual $13 billion potential industry. The Company has established aftermarket programs with several of the transportation industry leaders such as Volvo Trucks NA, Mack Trucks, PACCAR; a strategic alliance with Honeywell Consumer Products Group, producers of FRAM(R) filtration products; and continues to market to major commercial fleets. PURADYN(R) equipment has been certified as a `Pollution Prevention Technology' by the California Environmental Protection Agency and was selected as the manufacturer used by the US Department of Energy in a three-year evaluation to research and analyze performance, benefits and cost analysis of bypass oil filtration technology. STATEMENTS IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL DATA ARE FORWARD-LOOKING STATEMENTS WHICH INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES OR OTHER FACTORS NOT UNDER THE COMPANY'S CONTROL, INCLUDING BUT NOT LIMITED TO THE POSSIBLE INABILITY TO RAISE CAPITAL FUNDS, LACK OF PROTECTION FROM INTELLECTUAL PROPERTY, VULNERABILITY BECAUSE OF MANUFACTURING A LIMITED NUMBER OF PRODUCTS, DEPENDENCE ON DISTRIBUTORS, ORDERS PREVIOUSLY STATED IN THIS PRESS RELEASE MAY NOT MATERIALIZE, AND THE POSSIBILITY THAT THE PRODUCTS DO NOT MEET CUSTOMERS' NEEDS, WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THE RESULTS, PERFORMANCE OR OTHER EXPECTATIONS IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THOSE DETAILED IN THE COMPANY'S PERIODIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. -----END PRIVACY-ENHANCED MESSAGE-----