8k
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 17, 2006
ONTV, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-29249 16-1499611
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
2444 Innovation Way, Bldg 10
Rochester, New York 14624
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (585) 295-8601
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N/A
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(Former name or former address if changed since last report)
Check 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
On March 16, 2006 the Company acquired a technology license from Sure
Trace Security Corporation. The license gives the Company the worldwide rights
to manufacture and sell products using Sure Trace's "anti-counterfeiting
technology".
With Sure Trace's anti-counterfeiting technology, currency and tangible
products can be marked in a way that identifies the government issuing the
currency or the manufacturer of the product. The markings provided by Sure Trace
cannot be removed or altered.
In consideration for the license, the Company agreed to pay Sure Trace:
o a royalty equal to 7.5% of all amounts received by the Company
from the use of the licensed technology,
o $75,000 per month, and
o the amounts Sure Trace has spent over the last 18 months in order
to develop the licensed technology, up to a maximum of $600,000.
This amount shall be paid in twelve equal installments beginning
in April 2006.
The license from Sure Trace expires in March 2011.
In consideration for the license Sure Trace received shares of the
Company's capital stock representing approximately 90% of the outstanding
securities and voting power of the Company. In addition, certain officers and
directors of Sure Trace will become the management of the Company.
Sure Trace is headquartered in Philadelphia, Pennsylvania.
In a related transaction, Sure Trace agreed to purchase the 20,000 shares
of the Company's Series A Preferred stock owned by Daniel M. Fasano for
$500,000. Payment for the shares is to be made in a series of installments.
Item 9.01 Financial Statements, Exhibits and Pro Forma Financial Information
(d) Exhibits
2. Agreement to Issue Stock for Technology License.
10. Agreement to Purchase Shares of Series A Preferred Stock.
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.
Date: March 22, 2006.
ONTV, INC.
By: /s/ Daniel M. Fasano
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Daniel M. Fasano
Chief Executive Officer, Principal
Financial Officer and Principal
Accounting Officer |
