UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): September 8, 2005
Commission File Number: 0-29195
ONSCREEN TECHNOLOGIES, INC.
(Name of Small Business Issuer in Its Charter)
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Colorado 84-1463284
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 9th Avenue North, Suite 210, Safety Harbor, Florida 34695
(Address of Principal Executive Offices) (zip code)
(727) 797-6664
(Registrant's telephone number)
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Check the appropriate box below if the Form 8-K filing is intended to
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|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
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Item 7.01 Regulation FD Disclosure
Item 8.01 Other Events. We have entered into a non-binding letter of intent for
the purchase and sale of certain intellectual property referred to as "WayCool".
WayCool is a developmental chip technology, pursuant to a pending patent
application, which provides for electronic assembly/system with reduced cost,
mass and volume and increased efficiency and power density. This non-binding
letter of intent allows us to acquire the WayCool technology from CH Capital,
Inc. ("CH").
CH is a private company controlled by Mr. Brad Hallock, currently a
shareholder and a director, and Mr. William Clough who currently is a
shareholder, corporate secretary and corporate counsel. The WayCool technology
was developed by John Popovich who was also the inventor of certain other
proprietary rights and technologies relating to the Company's electronic sign
products.
Pursuant to the letter of intent, we have the right to acquire the
WayCool technology from CH for $800,000 and the issuance of warrants to acquire
five percent (5%) of our fully diluted equity securities after giving effect to
our fund raising efforts. The warrants will have the same pricing and terms
issued in connection with our private equity fund raising. The $800,000
represents reimbursement to CH for time and monies expended in connection with
acquiring and developing the WayCool technology.
We have not yet entered into a definitive agreement with CH for the
acquisition of the WayCool technology. Any such agreement will be subject to
standard representations, warranties and indemnification provisions. There is no
assurance that we will reach a definitive agreement for the acquisition of
WayCool.
A copy of the original letter of intent relating to WayCool is
attached as an exhibit to this filing. CH agreed to extend the non-binding
letter of intent through December 31, 2005. Our ability to close on the WayCool
acquisition is also dependent on our ability to raise additional capital to fund
our cash consideration obligation.
Our management believes that the potential commercialization
opportunity for WayCool is significant. We believe that the terms with CH are
fair and reasonable for a variety of reasons, including but not limited to, CH
providing the upfront funding in connection with the WayCool technology at a
time when we did not have sufficient funds or human or technical resources to
evaluate and pursue the commercial viability of the WayCool technology.
Furthermore, at the time CH acquired rights to WayCool it was an unproven and
invalidated technology. We also believe that the equity component consideration
relating to said warrants is fair and reasonable inasmuch as the terms of said
warrants will be tied to the terms negotiated on an arms-length basis with
outside investors in connection with our fund raising efforts.
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.
Signed and submitted this 8th day of September 2005.
OnScreen Technologies, Inc.
(Registrant)
by:
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Charles R. Baker as CEO/Director