Attached files
| file | filename |
|---|---|
| EX-10.1 - NORTH AMERICAN TECHNOLOGIES GROUP INC | v174696_ex10-1.htm |
| EX-10.2 - NORTH AMERICAN TECHNOLOGIES GROUP INC | v174696_ex10-2.htm |
| EX-10.3 - NORTH AMERICAN TECHNOLOGIES GROUP INC | v174696_ex10-3.htm |
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): February 8, 2010
(Exact
name of registrant as specified in charter)
|
Delaware
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0-16217
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33-0041789
|
||
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
identification
no.)
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429
Memory Lane, Marshall, Texas 75672
(Address
of principal executive offices)
(713)
462-0303
(Registrant’s
telephone number, including area code)
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):
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION
1 – REGISTRANTS BUSINESS OPERATIONS
Item
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
February 8, 2010, Registrant entered into a representation agreement with the
law firm of Rochelle & McCullough, L.L.P. to represent it in seeking relief
through a filing under the Bankruptcy Code.
SECTION
3. SECURITIES AND TRADING MARKETS
Revocation
of Registration; Offer of Settlement of Registration Before the Securities and
Exchange Commission
North
American Technologies Group, Inc. (“NATG” or “Respondent”) manufactures and
markets engineered composite railroad crossties, and its securities are quoted
on the Pink OTC Markets. NATG’s common stock is currently registered with the
Securities and Exchange Commission (the Commission”) under Section 12(g) of the
Exchange Act.
Because
of adverse economic conditions, during the latter part of 2009 and during 2010,
NATG has been unable to generate sales of its ties in commercial quantities to
avoid continuing losses. The company’s lenders have indicated that they are
unwilling to continuing providing financing to the company. As
previously announced, the company ceased production of its ties in August
2009. Also as a consequence of these events, as previously announced,
that it had sought to engage counsel in anticipation of instituting bankruptcy
proceedings.
Because
the company does not have sufficient funds to sustain its operations and because
of its anticipated filing under the Bankruptcy Code, on February 8, 2010,
pursuant to Rule 240(a) of the Rules of Practice of the Securities and Exchange
Commission [17 C.F.R. § 201.240(a)] and in anticipation of the institution of
proceedings, pursuant to Section 12 (j) of the Securities Act of 1934, by the
Securities and Exchange Commission, NATG submitted an Offer of Settlement (the
“Offer”), under which it consented to the entry of an Order by the Commission
containing the following findings and order set forth below:
A. NATG
(File No. 0-16217) is a Delaware corporation with its principal executive
offices in Marshall, Texas. NATG manufactures and markets engineered composite
railroad crossties. NATG’s common stock is registered with the Commission under
Section 12(g) of the Exchange Act and traded on the OTC-Bulletin Board until
February 18, 2009, when the OTCBB ceased quoting NATG’s securities for failure
to file timely reports with the Commission. Its securities are now quoted on the
Pink OTC Markets.
B. NATG
has failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and
13a-13 thereunder, while its common stock was registered with the Commission in
that it has not filed an Annual Report on Form 10-K since June 12, 2009 or
periodic or quarterly reports on Form 10-Q for any fiscal period subsequent to
its fiscal quarter ending June 28, 2009.
Accordingly,
it is hereby ORDERED, pursuant to Section 12(j) of the Exchange Act, that
registration of each class of Repondent’s securities registered pursuant to
Section 12 of the Exchange Act be, and hereby is, revoked.
The
Commission has determined to accept NATG’s offer.
NATG
manufactures and markets engineered composite railroad crossties, and its
securities are now quoted on the Pink OTC Markets. NATG’s common stock is
currently registered with the Commission under Section 12(g) of the Exchange Act
and will no longer be traded on the OTC-Bulletin Board after February 18, 2009,
when the OTCBB will ceased quoting NATG’s securities for failure to file timely
reports with the Commission.
2
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.
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NORTH
AMERICAN TECHNOLOGIES GROUP, INC.
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/s/
D. Patrick Long
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D.
Patrick Long
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Dated:
February 16, 2010
EXHIBIT
INDEX
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Exhibit
No.
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Description
of Exhibit
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10.1
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Engagement
Letter with Rochelle & McCullough L.L.P.
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10.2
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Order
Instituting Proceedings Pursuant to Section 12(j) of the Securities
Exchange Act of 1934, Making Findings and Revoking Registration of
Securities
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10.3
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Offer
of Settlement of North American Technologies Group,
Inc.
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3