-----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, UwGxxh1QmioCMARbi3/8DDDL2tkXj19zd95PdOpEkqKYdagNazUkX1AUA81gY0w2 Xk3WOQuhsUgpPL55mjtEQg== 0001144204-07-045551.txt : 20070821 0001144204-07-045551.hdr.sgml : 20070821 20070821144321 ACCESSION NUMBER: 0001144204-07-045551 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070517 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070821 DATE AS OF CHANGE: 20070821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIET COFFEE INC CENTRAL INDEX KEY: 0001364208 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-137210 FILM NUMBER: 071070478 BUSINESS ADDRESS: STREET 1: 1173 A SECOND AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 3472477589 MAIL ADDRESS: STREET 1: 1173 A SECOND AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 8-K 1 v085798_8-k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest reported): May 18, 2007 DIET COFFEE, INC. (Exact name of registrant as specified in charter) - -------------------------------------------------------------------------------- Delaware 333-137210 05-0630427 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation or Organization) Identification No.) - -------------------------------------------------------------------------------- 16 East 40th Street -12th Floor New York, New York 10016 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 867-1370 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 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)) Item 1.01 Entry into a Material Definitive Agreement On May 18, 2007, Diet Coffee, Inc. (the "Company") entered into a License and Supply Agreement with Jason Ryu, pursuant to which the Company licensed the right to market and sell a fluorescent light bulb that contains an air purifying microchip ion emitter from Mr. Ryu. In exchange for this license the Company agrees to pay Mr. Ryu a royalty of $0.20 per unit for the first 1.5 million units sold by the Company and the lesser of $0.15 per unit or 5% of manufacturing costs for all additional units. The initial term of this agreement shall be two years and shall automatically be renewed for subsequent two year periods if at lease 5 million units are sold by the Company during each period. Item 7.01 Regulation FD Disclosure. On August 15, 2007, the Company announced the acquisition of the rights to market and distribute a patented fluorescent light bulb that contains an air purifying microchip ion emitter. A copy of the press release that discusses this matter is attached hereto as Exhibit 99.1 and is incorporated by reference in this Item 7.01. In accordance with Regulation FD, this current report is being filed to publicly disclose all information that was provided in the press release. This report under Item 7.01 is not deemed an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD. Item 9.01 Exhibits Exhibit Number Description 10.1 License and Supply Agreement, dated May 18, 2007, by and between Diet Coffee, Inc. and Jason Ryu. 99.1 Press release of Diet Coffee, Inc. dated August 15, 2007 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. DIET COFFEE, INC. Date: August 21, 2007 By: /s/ David Stocknoff ------------------------------- Name: David Stocknoff Title: President EX-10.1 2 v085798_ex10-1.txt LICENSE AND SUPPLY AGREEMENT This License Agreement is entered into as of this 18th of May, 2007 (the effective date), by and among DIET COFFEE, Inc. (the "Licensee") having offices at 16 East 40th Street, New York, N.Y. 10016 and Jason Ryu (Patent Holder, Licensor) residing at 21 Veterans Way Edgewater, New Jersey. Whereas: Licensor is the inventor of and sole owner of the device, described "The Ionic Bulb;" and Whereas: Licensor is the sole owner of United States Patent US2006/0078460, International Patent PCT/KR2005/002997, and Korea Patent KR10-2004-74598 which describes said device; and Whereas: Licensor, and Licensee, which to enter into an agreement whereby said device, and products derived from and based upon said device may be successfully marketed, In consideration of the mutual promises contained below, the parties agree as follows: SECTION 1 - LICENSE RIGHTS 1) Licensor owns all rights to the "The Ionic Bulb" (the "Licensed Product"), including the "Patent Rights" for the Licensed Product. "Patent Rights" shall mean: All U.S. and foreign patents and patent applications for the Licensed Product, and any later-filed United States and/or foreign patent applications for an Ionic Bulb based on U.S. Patent No. 2006/0078460, or corresponding thereto, including any improvements, continuations, continuations-in-part, divisional, reissues, reexaminations, or extensions thereof. 2) The Grant - The Licensor hereby grants to the Licensee and the Licensee accepts, subject to the terms and conditions of this Agreement, an exclusive, commercial license, subject to Licensor's reserve list, within the "Territory," as defined below, in all fields of use under the Patent Rights, and a license to make, have made, use, lease and/or sell the Licensed Product (the "Grant"). Licensee agrees to use its reasonable, best efforts to promote the sale of the "Products" in the "Territory", subject to the terms and conditions set forth below and further to use its reasonable, best efforts to fill all orders secured by it for the "Product." 3) Licensee agrees to sell the Licensed Product to Licensor at preferred prices of the sum of costs of production, royalties, insurance and shipping plus 10%(ten percent) for sales to Licensors reserve list. Licensor's "reserve list" shall mean the non-exclusive right to sell the Licensed Product within the Territory to (i) Asian societies, (ii) governments, (iii) industrial users, and (iv) hotels and schools. 3) The "Territory" consists of the entire world, except for Japan; Korea, and the Peoples Republic of China. 4) Licensor warrants that it holds all rights to the Licensed Product, and products derived from and based upon said device throughout the "Territory". 5) Any claims arising in jurisdictions covered by the Product PCT made by third parties regarding the ownership of the rights that are claimed to be held by Licensor shall be the responsibility of Licensor and Licensor agrees to indemnify, and hold harmless, the Licensee, from any claim asserted based upon Contract, and/or Patent or Trademark infringement. 6) The term of this License Agreement shall be for two years, during which period Licensee shall purchase at least five million units of the Licensed Product. The failure of Licensee to purchase five million units during the initial term shall give Licensor the right to cancel this agreement after the initial term, but shall not give rise to any obligation of Licensee to pay any shortfall of Royalty to Licensor. If Licensee shall purchase at least five million units during the initial term, this License shall automatically renew for another two year term, and shall continue to renew for successive terms of two years for the life of any rights arising under the Patent Rights, provided Licensee shall purchase at least five million units in each prior term. 7) Within ninety (90) days from the date of this Agreement, Licensee shall place an order not less than 100,000 units and at least 600,000 units each quarter thereafter. SECTION 2 - Royalties 1) Licensor shall receive, from Licensee, $0.20 per unit for first 1.5 million units and $0.15 per unit thereafter or [CONFIDENTIAL TREATMENT REQUESTED] of manufacturing cost, whichever is less. 2) Licensee anticipates minimum royalty payments of $825,000 in the initial term of this Agreement. 3) Licensee shall pay royalty to Licensor upon receipt of goods from the manufacturer. All such goods shall be ordered by Licensee. SECTION 3 - DUTIES OF LICENSOR 1) At the Licensee's request, Licensor will supply Licensee with all available studies; testimonials; clinical studies, certificates; approvals and or results, pertaining to the Licensed Product, promotional and advertising, including the master tape of all commercials relating to the Licensed Product and control over all web sites and domain names pertaining to the Licensed Product, including www.ionicbulb.com and ioniclight.com. 2) Licensor shall maintain product liability insurance in the amount of one million dollars per occurrence, and shall name Licensee as an added named insured under said policy. Licensor shall provide a copy of said policy to Licensee. 3) The marketing rights granted herein are exclusive and Licensor agrees not to manufacture or market, nor allow a third-party to manufacture or market, the Licensed Product or product similar in composition or function, for itself or for third parties, in competition with Licensee's marketing efforts in the Territory during the "Term" of this agreement. 4) Licensor shall not present the product to anyone without written consent of Licensee. SECTION 4 - DUTIES OF LICENSEE 1) Licensee will provide the promotional, advertising and fulfillment materials necessary to satisfy "Territorial" statutory and regulatory requirements. 2) Licensee agrees to use its reasonable best efforts to provide information on any competitive products that may come to the attention of Licensee. 3) Licensee may assign its rights hereunder upon written approval from Licensor, such consent not to be unreasonably withheld. SECTION 5 - Confidentiality Each of the Parties agrees not to disclose (i) confidential information regarding the Product's construction, technical information, designs, drawings, concepts, ideas, sketches, wordings, media or marketing strategies, or composition, (ii) confidential information regarding the spot production, and (iii) confidential information regarding the other party, or such other party's companies, products, or operations, or any other company information which may be deemed a trade secret, or is sensitive in nature and not otherwise known to the public, including the contents of this agreement ("Information"), without the prior written consent of such other party. Notwithstanding the foregoing, disclosure may be made to persons on a need to know basis to effectuate the purposes herein (such as third-party auditors and distributors, buyers and sales representatives )or by court order, or as otherwise provided herein so long as the recipient of such Information agrees to treat all such Information in strict confidence. SECTION 6 - Manufacture and Supply 1) Product - A basic unit of the Product consists of one negative ion generator ("NIG") and a compact fluorescent lamp ("CFL"). 2) Manufacture and Supply of the Licensed Product - Upon execution of this Agreement, Licensor shall (i) provide Licensee with all manufacturing information and know-how related to the production of the Licensed Product; (ii) contact information for Licensor's manufacturers of the NIG and the CFL for the Licensed Product. 3) Authority to Buy Direct - Licensor hereby authorizes Licensee to deal directly with Licensor's manufacturer of the Licensed Product and agrees to provide Licensee with introductions to the manufacturer of the Licensed Product ("Manufacturer"). 4) Licensor agrees to supply to Licensee, within the Initial Term for this Agreement, Licensee's total requirements for NIG's in accordance with the terms and conditions of this Agreement, at a price not to exceed [CONFIDENTIAL TREATMENT REQUESTED].Any price adjustments after the initial term shall be based on prices acceptable to the licensee. 5) Manufacturing Option - Should the Parties mutually determine at any time during the term of this Agreement that it is not feasible for Licensor to supply NIG's, or should Licensor fail to timely fill Licensee's orders for NIG's or meet appropriate quality standards in accordance with this Agreement, then Licensee shall have the option to manufacture or arrange for a third-party to manufacture NIG's for the duration of the term of this agreement. Upon Licensee's exercise of this option, Licensor shall supply NIG design, and manufacturing specifications and Licensee shall assume all manufacturing rights and responsibilities which were formerly Licensor's rights and responsibilities pursuant to this Agreement. 6) Notwithstanding any other provisions to this agreement, Licensee's obligations hereunder shall commence only upon receipt by Licensee from Manufacturer of reasonable assurances that Manufacturer shall supply Licensees requirements for the Licensed Product during the Initial Term of this Agreement at a price not to exceed [CONFIDENTIAL TREATMENT REQUESTED] per unit FOB China. Any failure of Licensee to meet its duties under this Agreement, which is wholly or partly attributable to the Manufacturer to supply the Licensed Product to Licensee or Licensor failure to supply NIG's to Licensee, each in a timely manner, in accordance with appropriate quality standards and according to Licensee's requirements, shall not constitute a breach of this Agreement on the part of Licensee and shall not effect the Grant to Licensee provided in this Agreement. SECTION 7 -- RELATIONS OF THE PARTIES 1) Additional Products; First Right of Refusal - Licensor is in the process of developing Ionic Products, each of which Licensee shall have the first right of refusal to market in varying product configurations along with Product pursuant to the terms herein. 2) Neither party nor any of its employees, representatives or agents will be or act or purport to act as employee, representative or agent of the other party for any reason whatsoever. SECTION 8 - TERMINATION OF AGREEMENT 1) Any party seeking termination of this Agreement for default in performance herein described must give not less than thirty (30) days prior written notice by certified mail or facsimile, to the other party in default, specifying the nature of the default. 2) In the event the defaulting party cures the default within thirty (30) days after the required notice described in paragraph 1 (above), then this Agreement will not terminate. SECTION 9 - GOVERNING LAW 1) This Agreement shall be interpreted under the Laws of New York State, U.S.A. SECTION 10 - CONTRACT ACKNOWLEDGMENT This Agreement constitutes the entire Agreement between the parties hereto. No change, modification or amendment of this Agreement is binding upon Licensor and Licensee unless made in writing and signed by both parties. LICENSOR LICENSEE: DIET COFFEE, INC /s/ Jason Ryu /s/ David Stocknoff - ------------------------------- ---------------------------------------- Individually Jason Ryu President David Stocknoff /s/ David Attarian ---------------------------------------- Secretary David Attarian EX-99.1 3 v085798_ex99-1.txt Zevotek, Inc. Announces Exclusive Marketing Rights to Patented Ionic Bulb NEW YORK, Aug. 15 /PRNewswire-FirstCall/ -- Zevotek, Inc., a wholly owned subsidiary of Diet Coffee, Inc. (OTC Bulletin Board: DCFF), announced today that the Company acquired the exclusive worldwide marketing and distribution rights to the Ionic Bulb, a patented Energy Saving Compact Fluorescent Light Bulb. With the worldwide push to conserve energy and save money on electric bills, Zevotek, Inc. seeks to penetrate the $40 billion dollar global lighting industry through sales of the innovative Ionic Bulb. Zevotek announced that the agreement gives the Company exclusive worldwide rights, other than certain Pacific Rim countries, for a two-year period to market, distribute, sell and manufacture the product, including access to the patented technology. The Ionic Bulb uniquely combines the innovative performance features of Ionic Air Cleaning technology with those of a 10,000 Hour reduced energy use Compact Fluorescent Light Bulb (CFL). The Ionic Bulb contains a patented air purifying microchip ion emitter that is powered by the bulb's own energy. The Ionic Bulb has achieved UL Listed status and is designed for use in any U.S. home without any special modifications needed. When illuminated, the Ionic Bulb immediately begins to work on the air within a surrounding 100 square foot area. By silently emitting negative ions, the Ionic Bulb helps to eliminate smoke, dust, pollen, pet dander and odors from the air. The Ionic Bulb is designed for consumers to use instead of expensive air purifiers that waste space and electricity in home and offices. Industry testing shows CFL Bulbs like the Ionic Bulb are four times more energy efficient, last up to ten times longer and use 50% to 80% less energy than ordinary incandescent light bulbs. CFL Bulbs can be used nearly anywhere that ordinary incandescent lights are used, including recessed fixtures, table lamps, track lighting, ceiling fixtures and porch lights. Zevotek, Inc. plans to exclusively market the Ionic Bulb through TV Infomercials, catalogs, magazines and major U.S. retail and specialty stores and our website www.ionicbulb.com. About Diet Coffee, Inc. Diet Coffee, Inc. is a direct marketer and distributor of all natural, high-energy fat burning specialty beverages that are designed to help individuals suppress their appetite and reach weight loss goals. The Company's Slim Coffee(TM) product line features delicious tasting coffee beverages infused with specially formulated dietary supplements. Slim Coffee(TM) products are sold through retail stores, catalogs, and print advertisements. Zevotek, Inc., a wholly owned subsidiary, plans to market and sell independently a range of distinct and independent lines of home care and household products. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Forward-looking statements in this release with respect to the Diet Coffee, Inc.'s business, financial condition and results of operations, as well as matters of timing and the prospective terms of the transaction described are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, certain delays beyond Diet Coffee, Inc.'s control with respect to market acceptance of their products, whether financing will be available, the plans for Zevotek, Inc. to market and sell home care and other household products as well as certain other risk factors which are and may be detailed from time to time in Diet Coffee, Inc.'s filings with the Securities and Exchange Commission. This press release contains forward-looking statements. The words or phrases 'may,' 'intends,' 'expects,' 'estimate,' 'indicate,' 'plans,' 'anticipates,' 'could,' 'if,' 'will,' 'should' or similar expressions are intended to identify 'forward-looking statements.' Actual results could differ materially from those projected in forward-looking statements as a result of a number of risks and uncertainties. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. Diet Coffee, Inc. cautions readers not to place undue reliance on such statements. Unless otherwise required by applicable law, Diet Coffee, Inc. does not undertake, and Diet Coffee, Inc. specifically disclaims any obligation to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement. SOURCE Diet Coffee, Inc. Source: PR Newswire (August 15, 2007 - 3:15 PM EST) -----END PRIVACY-ENHANCED MESSAGE-----