8-K 1 d8k.htm FORM 8-K Form 8-K

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)

March 15, 2006

 


UTEK CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware   1-15941   59-3603677

(State or other jurisdiction

of incorporation)

  (Commission File No.)  

(I.R.S. Employer

Identification No.)

202 South Wheeler Street

Plant City, FL 33563

(Address of principal executive offices and zip code)

(Registrant’s telephone number, including area code) (813) 754-4330

 


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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 8.01. OTHER EVENTS

Advanced Fertilizer Technologies, Inc., a subsidiary of UTEK Corporation (AMEX: UTK), was acquired by American Soil Technologies, Inc., in a tax-free stock-for-stock exchange. American Soil Technologies, Inc. issued 4,275,000 unregistered shares of series B preferred stock to UTEK Corporation in exchange for the issued and outstanding shares of Advanced Fertilizer Technologies, Inc. The shares acquired in the exchange are restricted and may only be resold pursuant to the requirements of the Securities Act of 1933. The value of the consideration will be determined based on a valuation in accordance with UTEK’s valuation policy as of the closing date of the transaction.

Advanced Fertilizer Technologies, Inc. contains the license to US Patent, 5,443,613. The technology provides a cost-effective method for producing fertilizer from plant nutrients containing organic material and waste. The exchange was consummated on March 15, 2006 in accordance with applicable law.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

  (a) Not applicable.

 

  (b) Not applicable

 

  (c) Not applicable


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.

 

Date: March 20, 2006   UTEK CORPORATION
 

/s/ Carole R. Wright

  Carole R. Wright
  Chief Financial Officer