-----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, MHFIcdnqcdLGGi6xBBX8eTF0gMDH3KJlak4n4K7xBh6tnHvHe5NMsMllw8POcNXK vhXOiwB8rHoGTOm5YREf3w== 0000319200-10-000004.txt : 20100507 0000319200-10-000004.hdr.sgml : 20100507 20100506185356 ACCESSION NUMBER: 0000319200-10-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100504 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20100507 DATE AS OF CHANGE: 20100506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT TECHNOLOGIES INC CENTRAL INDEX KEY: 0000319200 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 840807913 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13621 FILM NUMBER: 10809679 BUSINESS ADDRESS: STREET 1: 5646 MILTON STREET 2: SUITE 722 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2145079507 MAIL ADDRESS: STREET 1: 5646 MILTON STREET 2: SUITE 722 CITY: DALLAS STATE: TX ZIP: 75206 FORMER COMPANY: FORMER CONFORMED NAME: REGENT PETROLEUM CORP DATE OF NAME CHANGE: 19920703 8-K 1 reg8k05042010.txt FORM 8K MACUCLEAR DISP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Date of Report: May 4, 2010 (Date of Earliest Event Reported) REGENT TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Colorado 000-09519 84-0807913 (State or other jurisdiction (Commission File No.) (IRS Employer or ID #) of incorporation) 5646 Milton Street, Suite 722 Dallas, Texas 75206 (Address of principal executive offices) (214) 507-9507 (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: [ ] 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)) Section 1 - Registrant's Business and Operations Item 1.02 Entry into a Material Definitive Agreement Effective May 4, 2010, Regent GLSC Technologies, Inc. (the "Company"), a subsidiary of the Registrant, and Healthcare of Today, Inc. ("Healthcare") have completed a stock purchase agreement (the "Agreement") whereby Healthcare will acquire the Company's holdings of Series A Preferred Stock of MacuCLEAR, Inc. Under the terms of the Agreement, a share of preferred stock is scheduled to receive a cash distribution of $10.10 and 0.2104 shares of Healthcare stock valued at $12.00 per share. The Company has accepted a note payable for the stated consideration which is due on June 30, 2010. Upon maturity, the Company will receive a cash payment of $308,807 and 6,427 shares of Healthcare common stock valued at $77,125. Healthcare is completing a public offering for the acquisition of MacuCLEAR and other entities. If the public offering is for less than $12.00 per share, then additional shares of Healthcare will be issued. Failure by Healthcare to perform satisfactorily under the Agreement will result in a rescission of the Agreement. Healthcare of Today was incorporated in California in May, 2008 as a holding company focused on developing and acquiring vertically-integrated companies that offer diversified services, primarily within the healthcare industry. With more than thirty (30) subsidiaries, they operate in five core sectors: Biotechnology, Healthcare Staffing, Nurse Education, Senior Healthcare Services and Senior Healthcare Facilities. They maintain a web site at www.healthcareoftoday.com. Forward-Looking Statements This Form 8-K includes statements that may constitute "forward-looking" state- ments, usually containing the words "believe," "estimate," "project," "expect," "anticipate" or similar expressions. These statements are made pursuant to the to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. - 2 - Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 6, 2010 REGENT TECHNOLOGIES, INC. By: /s/ David A. Nelson --------------------------------------------- David A. Nelson President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----