X0202 4 2006-12-28 0 0001036668 MATERIAL TECHNOLOGIES INC /CA/ MTTG.OB 0001098482 UTEK CORP 2109 PALM AVENUE TAMPA FL 33605 0 0 1 0 Class A Common Stock 2006-12-28 4 P 0 6245070 0.14 A 6368804 D Series E Convertible Preferred Stock 2007-01-31 4 P 0 50000 14.62 A 50000 D Series E Convertible Preferred Stock 2007-01-31 4 J 0 2500 14.62 D 47500 D On December 28, 2006, UTEK Corporation received 6,245,070 unregistered shares pursuant to the anti-dilution provisions contained in an acquisition agreement between UTEK and Material Technologies, Inc., entered into in August 2006, relating to the sale of a subsidiary of UTEK to Material Technologies in exchange for shares of Material Technologies. The estimated market value was $874,310. Reflects a reduction of 36,995,734 shares resulting from the 1 for 300 reverse stock split effected on November 8, 2006. On January 31, 2007, UTEK Corporation sold its 100% ownership in Stress Analysis Technologies, Inc. to Material Technologies, Inc. in a stock for stock exchange. UTEK received 50,000 unregistered shares of Series E Convertible Preferred Stock of Material Technologies, Inc. The estimated market value of UTEK's 100% ownership in Stress Analysis Technologies, Inc. was $694,640. Beginning January 31, 2008, each share of the Series E Convertible Preferred Stock is convertible at the option of UTEK into that number of shares of common stock of Material Technologies, Inc. determined by dividing $19.50 by the average of the closing bid prices of the Material Technologies common stock for the ten trading days prior to the date that UTEK delivers its notice of conversion to Material Technologies. If not converted prior thereto, one quarter of the then-outstanding shares of Series E Convertible Preferred Stock will automatically convert into shares of common stock on January 31, 2010, an additional one quarter of the then-outstanding shares will automatically convert on January 31, 2011, an additional one quarter of the then-outstanding shares will automatically convert on January 31, 2012 and any remaining shares will automatically convert on January 31,2013. Shares transferred to Aware Capital Consultants pursuant to an agreement between UTEK and with Aware Capital to pay to Aware Capital five percent of the shares UTEK receives in a technology transfer transaction with a company introduced by Aware Capital. UTEK Corporation by Carole R. Wright, CFO 2007-05-02