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
FEBRUARY 12, 2007 (FEBRUARY 10, 2007)
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
COMPETITIVE TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-8696 36-2664428
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
777 COMMERCE DRIVE, SUITE 100, FAIRFIELD, CONNECTICUT 06825
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
(203) 368-6044
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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))
Item 1.01. Entry into A Material Definitive Agreement
Effective April 10, 2007 the Registrant entered into a Summary of Terms of
Exchange Agreement and Exclusive Stock Purchase Agreement among the Registrant,
Betty Rios Valencia and Agrofrut E.U. (the "Terms Sheet"). The Terms Sheet will
be followed by a Definitive Purchase Agreement and a Definitive Exclusive
Marketing Agreement pursuant to which the Registrant will make a strategic
investment of $750,000 for 5% ownership of Agrofrut, with the right to exchange
Registrant common stock to acquire up to 100% of Agrofrut's remaining shares
within 180 days. The number of Registrant Common Shares that would be delivered
at Closing for 100% of Agrofrut will be determined by multiplying an independent
valuation (subject to both an appropriate discount factor based on Agrofrut's
stage of business development and on approval by the Registrant's Board of
Directors) by .95 and dividing the result by the 110% of the 180-day weighted
average price of CTT shares, for the period 90 days before the date of the Term
Sheet and the period 90 days beginning on the date of the Term Sheet, as
determined by the closing price and trading volume shown on the Consolidated
Tape of the American Stock Exchange for each trading day in the 180-day period.
The shares would be issuable as restricted shares.
Ms. Rios Valencia, the principal shareholder of Agrofrut, is the spouse of Ben
Marcovitch, a director of the Registrant. Mr. Marcovitch did not participate in
or vote on approval of the Agreement.
Agrofrut's proprietary technology uses the biomass waste of pineapples, sugar
cane, oranges, grapefruits and other agricultural products to produce high
quality, low cost nutraceutical ingredients. Agrofrut's valuable extraction
technology produces nutraceutical ingredients such as bromelain and xylitol
among other important by-products, including ethanol and other alternative
fuels. Upon execution of the definitive option agreement and payment of the
investment, the Registrant and Agrofrut will share revenue from the sale of
products on a 40/60% basis respectively. The Registrant's investment will be
utilized by Agrofrut to accelerate expansion of Agrofrut's extraction capacity.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
10.1 Summary of Terms of Exchange Agreement and Exclusive Stock Purchase
Agreement among Competitive Technologies, Inc., Betty Rios Valencia and Agrofrut
E.U.
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.
COMPETITIVE TECHNOLOGIES, INC.
(Registrant)
Dated: April 13, 2007 By: /s/John B. Nano
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John B. Nano
Chairman and Chief Executive Officer