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
April 3, 2006
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Date of Report
(Date of Earliest Event Reported)
NATIONAL HEALTHCARE TECHNOLOGY, INC.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 0-28911 91-1869677
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1660 Union Street, Suite 200
San Diego, California 92101
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(Address of principal executive offices)
(619) 398-8470
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Registrant's telephone number
21800 Oxnard Street, Suite 440
Woodland Hills, CA 91367
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Former name and former address
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))
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Item 1.01 Entry Into a Material Definitive Agreement
Consulting Agreement
On April 3, 2006, the Board of Directors of National Healthcare Technology, Inc.
(the "Company") approved and the Company entered into a consulting agreement
with Summitt Oil and Gas, Inc. ("Summit") to provide business management
services, and advice as it relates to the future of the company. This service
shall include the drafting and preparation of business plans, operating budgets,
cash flow projections and other business management services as the Company
ventures into the oil and gas business, a new direction for the Company. Under
the terms of the Agreement, the Company shall pay to Summitt a fee of two
hundred and fifty thousand dollars ($250,000) in cash plus one million eight
hundred thousand shares of restricted stock of the company. This fee shall be
non-refundable and considered earned when the shares are delivered. It is agreed
that the fee shall be paid within 3 days after execution of this agreement. The
controlling shareholder of Summitt is also the controlling shareholder of Boston
Equities Corporation ("Boston"). Boston is a shareholder holding greater than
10% of the outstanding common stock of the Company.
Employment Agreements
Additionally, on April 3, 2006, the board of directors approved and the Company
entered into an employment agreement with Ross Lyndon James who has been serving
as the Company's President without compensation and written agreement since
being appointed to such office by the Board of Directors of the Company in June
2005. Mr. Lyndon James also serves without compensation as a director of the
Company which position he has also held since June 2005. Under the terms of the
agreement, Mr. Lyndon James will receive compensation equal to twenty five
thousand dollars ($25,000) per month payable monthly in advance. He will also be
granted one million eight hundred thousand shares (1,800,000) of common stock
upon execution of this employment agreement as a signing bonus, as well as a
termination grant of two million (2,000,000) shares of the common stock. All
shares will have piggy back registration rights. Further, he will be granted a
warrant to acquire three hundred thousand (300,000) shares of the Company'
common stock. The exercise price will be based upon the bid price of the stock
at the date of this agreement. Additionally, Mr. Lyndon James will be entitled
to participate in any stock option program offered by the Company to its
employees.
Additionally, on April 3, 2006, the board of directors approved and the Company
entered into an employment agreement with Brian Harcourt who has been serving as
an officer of the Company without compensation and written agreement since being
appointed to such office by the Board of Directors of the Company in June 2005.
Mr. Harcourt also serves without compensation as a director of the Company which
position he has also held since June 2005. Under the terms of the agreement, Mr.
Harcourt will receive compensation equal to twenty five thousand dollars
($25,000) per month payable monthly in advance. He will also be granted one
million eight hundred thousand shares (1,800,000) of common stock upon execution
of this employment agreement as a signing bonus, as well as a termination grant
of two million (2,000,000) shares of the common stock. All shares will have
piggy back registration rights. Further, he will be granted a warrant to acquire
three hundred thousand (300,000) shares of the Company's common stock. The
exercise price will be based upon the bid price of the stock at the date of this
agreement. Additionally, Mr. Harcourt will be entitled to participate in any
stock option program offered by the Company to its employees.
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Stock Option Plan
On April 3, 2006, the Board of Directors of the Company authorized and approved
the adoption of the 2006 Stock Option Plan effective April 3, 2006 (the "Stock
Option Plan").
The purpose of the Stock Option Plan is to enhance the long-term stockholder
value of the Company by offering opportunities to directors, officers, employees
and eligible consultants of the Company to acquire and maintain stock ownership
in the Company in order to give these persons the opportunity to participate in
the Company's growth and success, and to encourage them to remain in the service
of the Company.
The Stock Option Plan is to be administered by the Board of Directors of the
Company, including any duly appointed Compensation Committee of the Board of
Directors. The Stock Option Plan provides authorization to the Board of
Directors to grant stock options of up to 2,500,000 shares. At the time a stock
option is granted under the Stock Option Plan, the Board of Directors shall fix
and determine the exercise price at which shares of common stock of the Company
may be acquired.
In the event an optionee ceases to be employed by or to provide services to the
Company for reasons other than cause, retirement, disability or death, any stock
option that is vested and held by such optionee generally may be exercisable
within up to ninety (90) calendar days after the effective date that his
position ceases, and after such 90-day period any unexercised stock option shall
expire. In the event an optionee ceases to be employed by or to provide services
to the Company for reasons of retirement, disability or death, any stock option
that is vested and held by such optionee generally may be exercisable within up
to one-year after the effective date that his position ceases, and after such
one-year period any unexercised stock 0ption shall expire.
No stock options granted under the Stock Option Plan will be transferable by the
optionee, and each stock option will be exercisable during the lifetime of the
optionee subject to the option period of ten (10) years or limitations described
above. Any stock option held by an optionee at the time of his death may be
exercised by his estate within one (1) year of his death or such longer period
as the Board of Directors may determine.
The exercise price of a stock option granted pursuant to the Stock Option Plan
shall be paid in full to the Company by delivery of consideration equal to the
product of the Stock Option; provided, however, the Board reserves, at any and
all times, the right, in its sole and absolute discretion, to establish, decline
to approve or terminate any program or procedures for the exercise of stock
options by means of a cashless exercise.
Item 7.01 Regulation FD Disclosure
The information in this Item 7.01 is being furnished and shall not be deemed
'filed' for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), or otherwise subject to the liabilities of the
Section. Such information shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933,
as amended or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
On April 3, 2006, the Board of Director's of the Company approved a change of
direction for the Company, from the business of manufacturing and distributing
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decorative stone veneers and finishes, to the business of oil and gas
exploration and production, mineral lease purchasing and all activities
associated with acquiring, operating and maintaining the assets of such
operations.
Upon the merger of Es3 and the Company on June 30, 2005, the Company intended to
market its coatings and veneers in both commercial and residential markets. The
Company intended to use the public markets to secure additional working capital
and to make acquisitions using either common stock or cash. A significant
component of the intermediate term growth strategy was the acquisition and
integration of companies in related building materials fields. However, the
Company was unable to secure necessary working capital through the public market
to develop a commercially viable market for its products. Without sufficient
capital, the business has been unable to earn sufficient income to support its
working capital needs.
The Company believes that by changing its direction to the oil and gas markets
the Company has improved its prospects for success due to both the current and
expected future positive market conditions which it expects to exploit initially
from the valuable contacts, industry expertise and business opportunities it
expects to derive from Summitt Oil and Gas, Inc., an industry experienced
consulting resource. The Board of Directors of the Company has already approved
the framework for developing a $5,000,000 drilling fund that will be used to
exploit these opportunities.
Consistent with this change of the Company's business, the Board of Directors of
the Company has approved the sale of all of the stock of ES3 Liquid Stone
Surfaces, Inc., a Nevada corporation and wholly owned subsidiary of the Company,
to Liquid Stone Technologies, Inc. Under the terms of the agreement, the Company
will transfer all shares of ES3 Liquid Stone Surfaces, Inc. to Liquid Stone
Partnership. A partner holding a minority interest in Liquid Stone Partnerships
is also a director of the Company. The Company intends to close this transaction
on or before April 15, 2006. The Company is currently engaged in the review of
several oil and gas business opportunities and expects to complete the
acquisition of suitable prospects on or about April 15, 2006.
Additionally, on April 3, 2006, the Board of Directors of the Company also
approved a plan to reincorporate the Company to a Nevada corporation
("Reincorporation"). The business purpose of the Reincorporation is to allow the
Company to avail itself of Nevada corporate law. Nevada is a recognized leader
in adopting and implementing comprehensive, flexible corporate laws responsive
to the legal and business needs of corporations organized under its laws. The
Nevada Revised Statutes (the "NRS") is an enabling statute that is frequently
revised and updated to accommodate changing business needs. Because of
differences between the Colorado and Nevada corporate statutes, as well as
differences between the Company's charter and bylaws before and after the
reincorporation, the reincorporation will effect some changes in the rights of
the Company's shareholders. These changes will be disclosed appropriately in the
definitive proxy statement for the annual meeting of the shareholders.
To effect the Reincorporation, the Company ("NHCT Colorado") intends to merge
with and into a newly created wholly owned subsidiary ("NHCT Nevada"), to be
formed in Nevada for the sole purpose of effecting the Reincorporation. This
merger (the "Reincorporation Merger") will be completed pursuant to an Agreement
and Plan of Merger (the "Merger Agreement") and will result in NHCT Nevada as
the surviving publicly traded corporation. As a result of the Reincorporation
Merger, NHCT Colorado common stock will cease to be traded on the Over-the-
Counter Bulletin Board ("OTCBB") and NHCT Nevada common stock will be listed on
the OTCBB.
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Additionally, consistent with the change of the Company's direction into the oil
and gas business, the Board of Directors has also approved the change of the
Company name to National Energy Group Inc.
The Company intends to hold its annual meeting of its shareholders later this
year ("Annual Meeting"). At the Annual Meeting, among other matters, the Board
of Directors of the Company intend to submit for shareholder ratification the
sale of its shares of ES3 Liquid Stone Surfaces, Inc. to Liquid Stone
Technologies, Inc. Additionally, the Board of Directors also intends to submit
for shareholder approval the 2006 Stock Option Plan and the Reincorporation of
the Company to a Nevada corporation as well as to approve the name change to
National Energy Group, Inc.
A copy of the press release issued by National Healthcare Technology, Inc. on
April 4, 2006, announcing the change of direction into the gas and oil business,
is attached hereto as Exhibit 99.1
Item 9.01 Financial Statements and Exhibits.
10.4 Consulting Agreement dated April 3, 2006 by and between
Summitt Oil and Gas, Inc. and Company, attached hereto.
10.5 Management Employment Agreement dated April 3, 2006 by and
between Ross Lyndon James and the Company, attached hereto.
10.6 Management Employment Agreement dated April 3, 2006 by and
between Brian Harcourt and the Company, attached hereto.
10.7 2006 Employee Stock Option Plan, attached hereto.
99.1 News Release issued by National Healthcare Technology, Inc. on
April 4, 2006.
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.
National Healthcare Technology, Inc.
By: /s/ Ross Lyndon James
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Ross Lyndon James,
Chief Executive Officer
Date: April 4, 2006
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Index to Exhibits
Exhibit Sequentially
No. Numbered Page Description of Document
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10.4 Consulting Agreement dated April 3, 2006 by and between
Summitt Oil and Gas, Inc. and Company, attached hereto.
10.5 Management Employment Agreement dated April 3, 2006 by and
between Ross Lyndon James and the Company, attached hereto.
10.6 Management Employment Agreement dated April 3, 2006 by and
between Brian Harcourt and the Company, attached hereto.
10.7 2006 Employee Stock Option Plan, attached hereto.
99.1 News Release issued by National Healthcare Technology, Inc. on
April 4, 2006.
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