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EX-10.1 - EXHIBIT 10.1 - COATES INTERNATIONAL LTD \DE\ | ex101.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 5, 2010 (March 5,
2010)
|
COATES
INTERNATIONAL, LTD.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
|
000-33155
|
22-2925432
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
Highway
34 & Ridgewood Road, Wall Township, New Jersey 07719
(Address
of principal executive offices)
(732) 449-7717
(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:
[_]
|
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))
|
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FORWARD
LOOKING STATEMENTS
This Form
8-K and other reports filed by Registrant from time to time with the Securities
and Exchange Commission (collectively the "Filings") contain or may contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, Registrant's management as well as estimates
and assumptions made by Registrant's management. When used in the filings the
words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan"
or the negative of these terms and similar expressions as they relate to
Registrant or Registrant's management identify forward looking statements. Such
statements reflect the current view of Registrant with respect to future events
and are subject to risks, uncertainties, assumptions and other factors relating
to Registrant's industry, Registrant's operations and results of operations and
any businesses that may be acquired by Registrant. Should one or more of these
risks or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements to
actual results.
ITEM
1.02.
|
TERMINATION
OF A MATERIAL DEFINITIVE AGREEMENT
|
On March
5, 2010, the Registrant terminated its joint venture arrangement with an
independent third party (“JV”) which was originally entered into for the purpose
of undertaking a private offering of collateralized zero coupon bonds to
institutional investors (“the JV Agreement”).
After
careful consideration of this proposed transaction, the board of directors
concluded that this transaction should not be further pursued at this timed, for
the following reasons:
1.
|
The
Registrant expects to be in a better position to raise substantial equity
at a lower cost and with less effort, once it completes production and
delivery of its CSRV Units for installation in the oil and gas
fields.
|
2.
|
The
Company believes it is in its best interest to pursue
fund-raising activities with lower potential risk and cost to
undertake.
|
The
Registrant is not obligated to incur any additional costs and there are no
provisions for any penalties in connection with termination of the JV
Agreement.
The
original JV Agreement is attached hereto as an exhibit.
ITEM
9.01.
|
FINANCIAL
STATEMENTS AND EXHIBITS.
|
(a)
|
Financial
statements of business acquired:
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None
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(b)
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Exhibits
|
Exhibit
No.
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Description
|
|
10.1
|
Joint
Venture Agreement between Coates International, Ltd. And First Commercial
Finance, LLC, dated October 20,
2009.
|
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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.
COATES INTERNATIONAL, LTD. | |||
Dated:
March 5, 2010
|
By:
|
/s/ George J. Coates | |
George J. Coates | |||
President and Chief Executive Officer | |||
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