-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bn5Ckpx99TaTnofsngRtbtzwoDvuOPRcsL+YN1ac49vz++db6+8Jo2QuCiDchUEJ 4sHlotdvxPeDxOOUDFQwwQ== 0001116679-08-001004.txt : 20080404 0001116679-08-001004.hdr.sgml : 20080404 20080403174212 ACCESSION NUMBER: 0001116679-08-001004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080404 DATE AS OF CHANGE: 20080403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KRONOS ADVANCED TECHNOLOGIES INC CENTRAL INDEX KEY: 0001108248 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 870440410 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30191 FILM NUMBER: 08738575 BUSINESS ADDRESS: STREET 1: 333 S STATE ST STREET 2: PMB111 CITY: LAKE OSWEGO STATE: OR ZIP: 97034 BUSINESS PHONE: 5035981900 MAIL ADDRESS: STREET 1: 333 S STATE ST STREET 2: PMB 111 CITY: LAKE OSWEGO STATE: OR ZIP: 97034 FORMER COMPANY: FORMER CONFORMED NAME: TSET INC DATE OF NAME CHANGE: 20000301 8-K 1 kronos8k-040308.htm kronos8k-040308.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): March 31, 2008
 
Kronos Advanced Technologies, Inc.
(Exact name of registrant as specified in its charter)

Nevada
000-30191
87-0440410
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)


464 Common Street, Suite 301, Belmont, Massachusetts
02478
(Address of principal executive offices)
(Zip code)
   
(617) 993-9965
  
(Registrant’s telephone number, including area code)
  
   

Not applicable
(Former name or former address, if changed since last report)
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-   2(b))
 
 
o
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 31, 2008, Kronos Advanced Technologies, Inc. (the “Company”) entered into an Intellectual Property Transfer and License Agreement (the “IP Agreement”) and a Development Agreement (the “Development Agreement,” and together with the IP Agreement, the “Agreements”) with Tessera Technologies, Inc. (“Tessera”).

Pursuant to the IP Agreement, Tessera acquired certain Kronos patents covering ionic micro-cooling applications for a purchase price of $3.5 million.  In addition, Tessera has the option to purchase certain additional Kronos patents (the “Additional Patents”) for a purchase price of $2 million, on or prior to April 1, 2009, following receipt by the Company of all specified installment payments.  The IP Agreement grants Tessera a license to the Additional Patents which will expire (i) if such Additional Patents are acquired or (ii) on April 1, 2009.  Tessera also granted the Company a license to all patents that the Company transfers to Tessera for use outside of the field of ionic micro-cooling of integrated circuit devices or discrete electrical components.  The IP Agreement further provides that if Tessera does not use its commercially reasonable efforts to license or use the rights acquired and licensed from the Company, the Company shall have an option to repurchase such patents from Tessera for $5 million.  The IP Agreement also includes (a) representations and warranties, (b) provisions regarding patent administration and enforcement, (c) indemnification obligations in favor of Tessera, and (d) confidentiality and non-competition provisions, typical for an agreement of this nature.  The term of the IP Agreement expires on December 31, 2014, unless terminated earlier in accordance with the agreement.

Pursuant to the Development Agreement, the Company and Tessera have agreed to collaboratively create and conduct a program to facilitate the development and commercialization of the intellectual property rights subject to the IP Agreement.  The Development Agreement provides that Tessera will be primarily responsible for the commercialization and interaction with third parties with respect to such intellectual property rights and each party will be responsible for the respective costs incurred in connection with the Development Agreement, unless otherwise agreed to in writing.  The term of the Development Agreement is for three years, unless terminated earlier in accordance with the agreement.

A press release regarding the agreements is furnished hereto as Exhibit 99.1.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
 
(d) Exhibits.

 
99.1
Press release dated April 3, 2008.
 

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  April 3, 2008
KRONOS ADVANCED TECHNOLOGIES, INC.
   
   
 
By:           /s/ Daniel R. Dwight
 
Name:                       Daniel R. Dwight
 
Title:                       Chief Executive Officer and President
   




EX-99.1 2 ex99-1.htm PRESS RELEASE DATED APRIL 3, 2008. ex99-1.htm
 
Exhibit 99.1


Press Contacts
Julie Seymour                                                                Daniel Dwight
Tessera                                                                           Kronos
jseymour@tessera.com                                               ddwight@kronosati.com
 +1.408.383.3602                                                             +1.617.364.5089

Liya Sharif/Lori Scribner
JHG-Townsend for Tessera
Tessera_Team@jhg.com
+1.858.457.4888



Tessera Acquires Intellectual Property Rights from Kronos Advanced Technologies


SAN JOSE, Calif. AND BELMONT, Mass -- April 3, 2008 -- Tessera Technologies, Inc. (Nasdaq: TSRA), a leading provider of miniaturization technologies for the electronics industry, and Kronos Advanced Technologies, Inc. (OTCBB: KNOS), a leading developer of ionic-based products and technologies for air movement and purification, today announced the sale and licensing of certain intellectual property (IP) rights related to Kronos proprietary technologies to Tessera.

Kronos received $3.5 million from Tessera in exchange for the transfer of select Kronos patents covering micro-cooling applications. Kronos retains the rights to use these patents for applications outside of the field of micro-cooling. Tessera further has the right to acquire additional Kronos IP relating to micro-cooling applications, and the two companies have the option to continue to jointly develop new technologies in this field.

"The continued increase in the density of electronics has resulted in a growing demand for innovative ways to more effectively dissipate heat from electronic systems,” said Daniel Dwight, president and chief executive officer of Kronos. “This agreement provides a significant validation of Kronos’ technical expertise, while providing Tessera with the ability to further develop and commercialize this technology for a wide range of applications."

“Thermal management is a key area for the electronics industry, as well as a key aspect of miniaturization, and we are developing break-through thermal management solutions that target
 
 
this space,” said Bruce McWilliams, president, chairman and chief executive officer of Tessera. “We look forward to collaborating with Kronos to build on what we believe is the earliest and most significant IP in this space.”

About Tessera Technologies, Inc.
Tessera Technologies, Inc. is a leading provider of miniaturization technologies for the electronics industry. The company provides a broad range of advanced packaging, interconnect, and consumer optics solutions which are widely adopted in high-growth markets including consumer, computing, communications, medical and defense electronics. Tessera's customers include the world's top semiconductor companies such as Intel, Samsung, Texas Instruments, Toshiba, Micron and Infineon. The company's stock is traded on the Nasdaq National Market under the symbol TSRA. Tessera is headquartered in San Jose, California. For information call 1.408.894.0700 or go to www.tessera.com.

About Kronos Advanced Technologies, Inc.
Through its wholly-owned subsidiary, Kronos Air Technologies, Inc., Kronos Advanced Technologies has developed a new, proprietary air movement and purification system that utilizes state-of-the-art high voltage electronics and electrodes to silently move and clean air without any moving parts. Kronos is actively commercializing its technology for standalone and embedded products across multiple residential, commercial, and industrial markets. Kronos’ technology is versatile, energy- and cost-efficient and exhibits multiple design attributes, creating a broad range of applications. Kronos’ business strategy includes a combination of building internal capabilities, establishing strategic alliances and structuring licensing arrangements. Kronos Advanced Technologies is located in Belmont, MA.   More information about Kronos Advanced Technologies is available at www.kronosati.com.

Safe Harbor Statement
This press release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ significantly from those projected. Material factors that may cause results to differ from the statements made include delays, setbacks or losses relating to our intellectual property or intellectual property litigations, or any invalidation or limitation of our key patents; fluctuations in our operating results due to the timing of new license agreements and royalties, or due to legal costs; changes in patent laws, regulation or enforcement, or other factors that might affect our ability to protect our intellectual property; the risk of a decline in demand for semiconductor products; failure by the industry to adopt our technologies; competing technologies; the future expiration of our patents; the future expiration of our license agreements and the cessation of related royalty income; the failure or refusal of licensees to pay royalties; failure to achieve the growth prospects and
 
synergies expected from acquisition transactions; and delays and challenges associated with integrating acquired companies with our existing businesses.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this release.

Tessera's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2007, include more information about factors that could affect the company's financial results.

Kronos’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2007, include more information about factors that could affect the company's financial results.

# # #

Tessera and the Tessera logo are registered trademarks of Tessera. All other company, brand and product names may be trademarks or registered trademarks of their respective companies.

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