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): June 22, 1999
Commission File Number 0-09519
REGENT TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Colorado 84-0807913
(State of Incorporation) (IRS Employer
Identification No.)
2929 Elm Street, Dallas, Texas 75226
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
214-741-9530
Item 5. Other Items
(a) The Board of Directors appointed Lupe Vasquez and Brian
Layton as Directors effective June 22, 1999 and Robyn Sterritt
as a Director, President and Chief Executive Officer of Regent
Technologies, Inc. effective June 28, 1999. Ms. Sterritt was also
elected as Chairman of the Board of Directors effective June 28, 1999.
(b) The Board of Directors entered into settlement agreements with and
accepted the resignations of Roy W. Mers as Director, Chairman and Chief
Executive Officer and David A. Nelson as Director and President,
effective June 28, 1999 and authorized Regent to issue new restricted
shares to Mr. Mers and Mr. Nelson at the rate of ten cents per share to
settle outstanding debts owed to them, including back wages.
Mr. Mers accepted a $90,000 promissory note for the $90,000 deferred
compensation owed. The promissory note was assigned to a third party and
redeemed by the Company with 900,000 shares of restricted Common Stock. In
addition, Mr. Mers agreed to accept conveyance of 100% of the ownership
and interests in Regent Digital Imaging, Inc. and ConnecTen, L.L.C. in
exchange for all other monies owed to him, including $200,000 owed under a
secured line of credit and termination of his employment contract. From
the assets of the transferred companies, the Chairman agreed to pay certain
Company payables, including $20,000 to the Company plus monies owed to the
General Counsel, the Chief Technical Officer, and the Director of Marketing
and related taxes for the termination of their employment contracts.
Mr. Nelson accepted a $90,000 promissory note and an account payable of
$10,000 for the $80,000 deferred compensation owed and the $20,000 of
expense reimbursement for the termination of his employment contract. The
promissory note was assigned to a third party and redeemed by the Company
with 900,000 shares of Common Stock.
In addition, the Company released the Chief Technical Officer from his
contract in exchange for the stock grant thereunder. Pursuant thereto,
42,876 shares of Company restricted Common Stock was returned to the
Company.
Also, the Company issued 50,000 shares of restricted Common Stock
each to the General Counsel and Director of Marketing to fulfill previous
commitments.
(c) The Company entered into an agreement to isssue 36,666,666 shares of
restricted Common Stock to the Straza Family Limited Partnership
in exchange for $1,100,000 in notes receivable and additionally issued
the following options to that entity:
1. For six months, the option to purchase, for cash or assets,
up to $1,400,000 worth of restricted stock at $.03 per share
2. For two years, the option to purchase up to 5,000,000
restricted shares at a purchase price of $.50 per share
3. For three years, the option to purchase up to 5,000,000
restricted shares at a purchase price of $1.00 per share
4. For four years, the option to purchase up to 5,000,000
restricted shares at a purchase price of $2.00 per share
Regent plans to expand its focus to includ waste management, landfill
management, recycling, and other environmental service areas.
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 thereunto duly authorized.
REGENT TECHNOLOGIES, INC.
Robyn Sterritt
President
Date: July 14, 1999
