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EX-99 - EXHIBIT 99.1 - VRDT Corpvrdt20120326b_8kex99-1.htm

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


 March 20, 2012

Date of report (Date of earliest event reported)


 VRDT CORPORATION

(Exact name of registrant as specified in its Charter)


 Delaware

(State or other jurisdiction of incorporation or organization)


000-52677

 

45-2405975

(Commission File Number)

 

(IRS EIN)

 

12223 Highland Avenue, Suite 106-542, Rancho Cucamonga, California 91739

(Address of principal executive offices)


 (909) 786-1981

(Registrant's telephone number)

 

_________________


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):


(   )

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

(   )

Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

(   )

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.

 

On March 20, 2012, Registrant and Delta Motorsport Limited (“Delta”), entered into a Memorandum of Agreement, effective March 2, 2012 (the “Agreement”). The Agreement is a 3-year commitment whereby Registrant has agreed to provide battery and advanced energy storage systems and controls, together with the support and service thereto (the “Systems”) to Delta and to purchase automobiles and other motor vehicles manufactured and supplied by Delta (the “Vehicles”). Conversely, Delta has agreed to purchase the Systems in accordance with its project-specific needs and to provide Registrant with the Vehicles at competitive prices, together with the support, service and training necessary for the effective use of the Vehicles. The Parties have also agreed to regularly meet and discuss prospective collaborative ventures and projects throughout the term.


ITEM 7.01

Regulation FD Disclosure.

 

On March 26, 2012, Registrant issued a press release announcing the Memorandum of Agreement entered into with Delta, as set forth more fully in Item 1.01, above. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K.

 

Pursuant to General Instruction B.2 of Form 8-K, the information furnished in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability provisions of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.

 

Cautionary Statement Regarding Forward-Looking Statements

Statements made in this Report that are not historical facts may constitute forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those discussed. Such risks and uncertainties include but are not limited to those discussed in this report and in Registrant's other reports filed with the Securities and Exchange Commission. Words such as “expects,” “may,” “will,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions identify forward-looking statements. Potential investors, and the general public, are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Registrant is under no duty to update any of the information in this report.

 

ITEM 9.01

Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit 99.1       Press Release issued on March 26, 2012, furnished pursuant to Item 7.01 of this report.

 

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.

 

 

VRDT CORPORATION

 
(Registrant)
           
Dated: March 26, 2012 By: /s/ Dan Elliott  
    Dan Elliott  
    Chief Executive Officer