0001214659-11-003254.txt : 20110928 0001214659-11-003254.hdr.sgml : 20110928 20110928165304 ACCESSION NUMBER: 0001214659-11-003254 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110922 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110928 DATE AS OF CHANGE: 20110928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALLEY FORGE COMPOSITE TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001332412 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 203014499 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51420 FILM NUMBER: 111112683 BUSINESS ADDRESS: STREET 1: RIVER CENTER I STREET 2: 50 E RIVER CENTER BLVD, SUITE 820 CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 859-581-5111 MAIL ADDRESS: STREET 1: RIVER CENTER I STREET 2: 50 E RIVER CENTER BLVD, SUITE 820 CITY: COVINGTON STATE: KY ZIP: 41011 FORMER COMPANY: FORMER CONFORMED NAME: QUETZAL CAPITAL I INC DATE OF NAME CHANGE: 20050707 8-K 1 f9281118k.htm f9281118k.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):  September 22, 2011

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.
 (Exact name of registrant as specified in its charter)

Florida
 
0-51420
 
20-3061892
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
RIVER CENTER I
50 E RIVER CENTER BLVD, SUITE 820
COVINGTON, KY 41011
(Address of principal executive offices)(Zip Code)
 
Registrant’s telephone number, including area code:
 
(859) 581-5111
 
  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 (see General Instruction A.2. below):

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))
 


 
 

 
 
Section 1 – Registrant’s Business and Operations

Item 1.01             Entry into a Material Definitive Agreement.
 
On September 22, 2011, Valley Forge Composite Technologies, Inc. (“Valley Forge”) announced that it signed a definitive agreement for an exclusive license with Lawrence Livermore National Security, LLC (an affiliate of Lawrence Livermore National Laboratory (“LLNS”)) for certain patents covering an advanced accelerator-detector complex for high efficiency detection of hidden explosives.  The patents are those that may ultimately issue from two provisional patent applications filed by LLNS and related to inventions resulting from work done under a Cooperative Research and Development Agreement.  Pursuant to the license, Valley Forge will pay LLNS license issue fees of $60,000 and royalty payments equal to 6% of net sales, subject to a minimum annual royalty of $30,000 beginning in 2014, $50,000 in 2015 and $60,000 in 2016 and thereafter during the term of the agreement.  The press release announcing the signing is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
Item 9.01   Financial Statements and Exhibits.
   
(d) Exhibits
   
The following exhibit is filed with this report on Form 8-K:
   
Exhibit No.  Description
   
99.1     Press release dated September 22, 2011.
 
 
         
 
                   
 
 
 
 
 

 
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.
 
       
Date: September 28, 2011
By:
/s/ Louis J. Brothers
 
   
Louis J. Brothers
 
   
Chief Executive Officer, President, Secretary, Treasurer, and
Authorized Officer
 
       
 
 
 

 
 
 

 
 
EXHIBIT INDEX
 
Number    Description Method of Filing
     
99.1 Press release dated September 22, 2011.   Filed herewith.
 
 
 
 
 

                                                                                                                  
                                                                                                                               
EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm
Exhibit 99.1
 
Valley Forge Composite Technologies, Inc. announces that an Exclusive License has been executed with Lawrence Livermore National Laboratory for multiple patents covering an advanced accelerator-detector complex for detection of hidden explosives

 
Covington, KY – September 22, 2011 – Valley Forge Composite Technologies, Inc. (Valley Forge, OTCBB: VLYF) announces that an Exclusive License has been executed with Lawrence Livermore National Laboratory (LLNL) for multiple patents covering an advanced accelerator-detector complex for high efficiency detection of hidden explosives. Valley Forge along with technical oversight by LLNL assisted the Russian team in the development. This CRADA project provides opportunities for this technology to enhance U.S. border and transportation security, from explosives, to narcotics and nuclear detection systems for maritime and air cargo and border control.
 
The technical objectives of this Cooperative Research And Development Agreement (CRADA) project were: to develop, miniaturize, and automate the accelerator-detector complex for high efficiency detection of hidden explosives; software was also to be developed to run the explosives detection system and acquire and process data; and work was to be done to evaluate the signatures produced by the explosives detection system and evaluate its ability to detect explosives in checked baggage.
 
This project also contributes to the national need for technologies to quickly detect, identify, and mitigate the use of chemical and biological threat agents against U.S. civilian populations.
 
Detection of hidden explosives in airline checked baggage and cargo has become a priority for the U.S. Government and public. Development of an effective stationary Explosive Detection System (EDS), as proposed under this CRADA project, could be deployed to safeguard the U.S. air transportation infrastructure as well as for protecting any restricted access facility, including buildings, high-density offices, power plants and other controlled entry opportunities.
 
Potential commercial activity for Valley Forge Composite Technologies could result in the manufacturing and development of Explosive Detection Systems (EDS) for worldwide markets. It is envisioned that every package, container, or bag entering the U.S. could be examined using this technology. The primary customer for units is the Transportation Security Agency (TSA). The first users could be U.S. airports followed by worldwide airports; secondly ports for container screening followed by overnight shipping companies.
 
 
 

 
 
About Valley Forge
More information about Valley Forge Composite Technologies, Inc. can be found at www.vlyf.com.

Forward-Looking Statement
The Private Securities Litigation Reform Act of 1995 provides a 'safe harbor' for certain forward-looking statements. Statements in this press release that relate to Valley Forge Composite Technologies, Inc.'s future plans, objectives, expectations, performance, events, reports made by others and the like, including a statement about the assumptions underlying a forward-looking statement, are forward-looking statements protected by the safe harbor. Investors should understand that future events, risks and uncertainties, individually or in the aggregate, are factors that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. These factors could include changes in economic conditions or government policies that may change the demand for the Company's products and services and could include other factors discussed in the sections of the Company's report on Form 10-K for the year ended 31 December, 2010 as filed with the U.S. Securities and Exchange Commission, entitled 'Business,’ ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’ and ‘Risk Factors.’ This release is comprised of interrelated information that must be interpreted in the context of all of the information provided and care should be exercised not to consider portions of this release out of context. Investments in the Company should be considered speculative and prior to acquisition, should be thoroughly researched. Valley Forge Composite Technologies, Inc. does not intend to update these forward-looking statements prior to its reporting of its quarterly or annual results.

Contact
Valley Forge Composite Technologies, Inc.
Roe Brothers
roe@vfct.com
 Tel: (859) 581-5111

Lawrence Livermore National Laboratory’s mission is to ensure the safety and security of the nation through applied science and technology in three key areas:
 
Nuclear Security — Ensure the safety, security and reliability of the U.S. nuclear deterrent and work to prevent nuclear proliferation and nuclear terrorism
 
International and Domestic Security — Develop capabilities to counter terrorism and other emerging 21st-century threats and technologies to enhance U.S. military effectiveness and better protect the soldier
 
Energy and Environmental Security — Advance science to better understand climate change and its impacts and develop technologies supportive of a carbon-free energy future