8-K 1 ingen_8k-011807.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 18, 2007 INGEN TECHNOLOGIES, INC. ------------------------ (Exact name of registrant as specified in its charter) Georgia 000-28704 88-0429044 ------- ----------- ---------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) 35193 Avenue "A", Suite-C, Yucaipa, California 92399 ---------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (800) 259-9622 -------------- (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 (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)) 1.01 Entry into a Material Definitive Agreement 8.01 Other Events The Board of Directors of Ingen Technologies, Inc. has passed 2 resolutions, 2007.1 and 2007.2. Resolution 2007.2, passed first in time (January 18, 2007), approves 4 option agreements (certificates). The 4 agreements are with company CEO and Chairman, Scott R. Sand; Francis McDermott (assigned OxyView(TM) patents to the company); and Richard Weed and Peter Wilke, company attorneys. The Sand certificate is for 300,000 common shares per year for the next 5 consecutive years (as part of his employment contract). The McDermott certificate is for 2 million common shares, exercisable upon the sale of 1 million OxyView(TM) units. The Weed certificate is for 3 million common shares. The Wilke certificate is for 1 million preferred shares. All 4 certificates are included herewith as exhibits to Resolution 2007.2. Resolution 2007.1, dated January 22, 2007, approves a non-qualified stock plan for the company. 20% of the company's authorized common stock (20 million shares) and preferred stock (8 million shares) are included in the plan. The company is authorized to file a Form S-8 at an appropriate time. The stock plan is included herewith as an exhibit to Resolution 2007.1. 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. Dated: January 25, 2007 Ingen Technologies, Inc. By: /s/ Scott R. Sand ------------------------------------ Scott R. Sand, Chief Executive Officer and Chairman TABLE OF EXHIBITS (All Exhibits and resolutions have been properly signed by the parties. Original agreements and resolutions are filed in our offices) Exhibit No. Description ----------- ----------- 99.1 Ingen Technologies, Inc. Board of Directors Resolution 2007.1, dated January 22, 2007, with exhibit.* 99.2 Ingen Technologies, Inc. Board of Directors Resolution 2007.2, dated January 18, 2007, with exhibits.* * filed herewith