Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
DECEMBER 6, 2010 (NOVEMBER 30, 2010)
INKSURE TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-24431 84-1417774
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P.O. BOX 7006, AUDUBON, PENNSYLVANIA 19407
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(Address of principal executive offices) (Zip Code)
+(972) 8936 5583
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(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))
EXPLANATORY NOTE:
This Amendment No. 1 on Form 8-K/A amends and restates the original Current
Report on Form 8-K as filed by InkSure Technologies, Inc. with the Securities
and Exchange Commission on July 26, 2010, by adding the Mediator's decision,
which was rendered after the filing of the original report.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On July 25, 2010, our wholly-owned subsidiary, InkSure Ltd. ("InkSure") entered
into a settlement and release agreement (the "Settlement Agreement") with Vuance
Ltd. (previously known as SuperCom Ltd., and the former owner of InkSure,
hereinafter: "SuperCom", and collectively with InkSure, the "Defendants") and
with Secu-System Ltd., an Israeli company ("Secu-System" or "Plaintiff") in
order to settle a dispute that had arisen between the parties more than 10 years
ago.
Pursuant to the Settlement Agreement the Defendants were required to pay to the
Plaintiff an aggregate amount between NIS1,500,000 and NIS2,000,000, with the
exact amount (the "Settlement Amount") to be determined by the mediator, the
honorable, Uri Goren, the retired President of the Tel Aviv District Court (the
"Mediator"), as follows:
- Each of InkSure and SuperCom shall be responsible, severally but not jointly,
to pay 50% of the Settlement Amount;
- Within 10 business days after the execution of the Settlement Agreement,
InkSure shall deposit 50% of the Settlement Amount in trust with the trustee,
Adv. David Moshevics (the "Trustee");
- SuperCom shall deposit its 50% of the Settlement Amount with the Trustee in 10
equal monthly installments, commencing on the first calendar month after the
execution of the Settlement Agreement;
- SuperCom's payments shall carry linkage differentials and an annual interest
at the rate of a 4% per annum;
- Should SuperCom fail to pay any of the monthly installments within 7 days of
its due date, its entire share of the Settlement Amount shall become immediately
due.
The Agreement shall become effective upon the occurrence of each of the
following conditions:
- After SuperCom shall deposit its entire share of the Settlement Amount with
the Trustee and the Trustee shall transfer the entire Settlement Amount to
Plaintiff's counsel; or
- At the Plaintff's option, upon a written notice from the Plaintiff to
Defendants, notifying them that Plaintiff decided to regard the Settlement
Agreement as effective (at which case the Trustee shall immediately transfer to
Plaintiff the entire amount held by him at such time, and the parties will
notify the Court. In such case Plaintiff shall remain entitle to the entire
Settlement Amount.)
- Should SuperCom fail to timely pay any of the monthly installments and the
balance of the Settlement Amount shall become immediately due, Plaintiff may
declare that the Settlement Agreement did not become effective, at which case
the proceedings in the case shall continue with each party maintains its
respective rights and claims.
On November 30, 2010, the Mediator rendered his decision awarding the Plaintiff
and aggregate Settlement Amount of NIS 1,786,000 (approximately $484,931 at the
official Bank of Israel exchange rate as of November 30, 2010), of which each of
the defendants is required to pay one-half or NIS 893,000 (approximately
$242,465 at the official Bank of Israel exchange rate as of November 30, 2010).
In accordance with the terms of the Settlement Agreement, Inksure shall deposit
its share of the Settlement Amount in trust with the trustee, Adv. David
Moshevics.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT NO. DOCUMENT
10.1 An English translation of the Settlement and Release Agreement dated as of
July 25, 2010, by and among InkSure Ltd., Vouance Ltd. and Secu-System Ltd.
10.2 An English translation of the Mediator's decision dated November 30, 2010.
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.
INKSURE TECHNOLOGIES, INC.
Date: December 6, 2010
By: /s/ Tal Gilat
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Tal Gilat, President and Chief Executive Officer