-----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, AFbgS8AG8GT97QRI9S3boopu/wpmsQjMc7SzTLhas5X6mZFTD4tFjduQanQOqAp/ p29DQdWUaYVvKe20T3sWmA== 0001019687-07-000760.txt : 20070316 0001019687-07-000760.hdr.sgml : 20070316 20070316165717 ACCESSION NUMBER: 0001019687-07-000760 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070315 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070316 DATE AS OF CHANGE: 20070316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ingen Technologies, Inc. CENTRAL INDEX KEY: 0000861058 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 880429044 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28704 FILM NUMBER: 07700847 BUSINESS ADDRESS: STREET 1: 35193 AVENUE A, SUITE C CITY: YUCAIPA STATE: CA ZIP: 92399 BUSINESS PHONE: 800-259-9622 MAIL ADDRESS: STREET 1: 35193 AVENUE A, SUITE C CITY: YUCAIPA STATE: CA ZIP: 92399 FORMER COMPANY: FORMER CONFORMED NAME: CREATIVE RECYCLING TECHNOLOGIES INC DATE OF NAME CHANGE: 19980505 FORMER COMPANY: FORMER CONFORMED NAME: CLASSIC RESTAURANTS INTERNATIONAL INC /CO/ DATE OF NAME CHANGE: 19960619 FORMER COMPANY: FORMER CONFORMED NAME: CLASSIC RESTAURANTS INC/CO DATE OF NAME CHANGE: 19960604 8-K 1 ingen_8k-031607.txt 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): March 15, 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 The Board of Directors of Ingen Technologies, Inc. approved Resolutions 2007.7 and 2007.8 in a special Board meeting of March 15, 2007. Resolution 2007.7 approves management's agreement with sales representatives selling Secure Balance to include 10,000 shares of our restricted common stock as part of the commission for the sale of a Secure Balance system. Representatives also receive a portion of the cash commission of 14% of the purchase price paid to our Secure Balance sales contractor, Secure Health, Inc. Resolution 2007.8 involves company financing. The company is entering into a Securities Purchase Agreement for a total subscription amount of $450,000 that includes Stock Purchase Warrants (for 9 million common shares) and Callable Secured Convertible Notes with AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners II, LLC ("Buyers"). The Buyers have divided up the buyer's interest in the transaction as contained in the various agreements included therewith. Consideration (net, after reserve for legal fees) is to be paid to the company over the next 4 months, starting today, with payments of $100,000 each. The callable secured convertible notes (4 notes, $450,000 total loan principal; 3 year term; 6% annual interest, 15% annual "default interest") are convertible into shares of our common stock at a variable conversion price based upon the applicable percentage of the average of the lowest three (3) Trading Prices for the Common Stock during the twenty (20) Trading Day period prior to conversion. The "Applicable Percentage" means 50%; provided, however, that the Applicable Percentage shall be increased to (i) 55% in the event that a Registration Statement is filed within thirty days of the closing and (ii) 60% in the event that the Registration Statement becomes effective within one hundred and twenty days from the Closing. Under the terms of the callable secured convertible note and the related warrants, the callable secured convertible note and the warrants are exercisable by any holder only to the extent that the number of shares of common stock issuable pursuant to such securities, together with the number of shares of common stock owned by such holder and its affiliates (but not including shares of common stock underlying unconverted shares of callable secured convertible notes or unexercised portions of the warrants) would not exceed 4.99% of the then outstanding common stock as determined in accordance with Section 13(d) of the Exchange Act. The shares underlying the convertible notes are subject to a registration rights agreement. The Buyers receive the following seven year warrants to purchase shares of our common stock, exercisable at $.06 per share: AJW Partners, LLC - 450,000 warrants; AJW Offshore, Ltd. - 7,200,000 warrants; AJW Qualified Partners, LLC - 1,080,000 warrants; and New Millennium Capital Partners II, LLC - 270,000 warrants (the "Warrants"). The Warrants are subject to registration rights. Proceeds shall be utilized in management's discretion for company operations. 2 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: March 16, 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 2007.7, dated March 15, 2007. 99.2 Ingen Technologies, Inc. Board of Directors Resolution 2007.8, dated March 15, 2007. * filed herewith 3 EX-99.1 2 ingen_8kex99-1.txt Exhibit 99.1 INGEN TECHNOLOGIES, INC. DIRECTORS' RESOLUTION 2007.7 BE IT KNOWN THAT, on the 15th day of March, 2007, at a duly constituted special meeting of the Directors of Ingen Technologies, Inc., the following resolution was voted and approved upon motion duly made and seconded. Management has arranged with the sales representatives selling Secure Balance to include 10,000 shares of our restricted common stock as part of the commission for the sale of a Secure Balance system. Representatives also receive a portion of the cash commission of 14% of the purchase price paid to our Secure Balance sales contractor, Secure Health, Inc. The Board agrees that the issuance of shares in these circumstances is beneficial as incentive to our sales representatives and hereby approves of this as part of the company's Secure Balance commission program. CERTIFICATION BY SECRETARY I am the Secretary of Ingen Technologies, Inc. I hereby certify that the foregoing is a true and correct copy of the Resolution adopted by the Board of Directors of Ingen Technologies, Inc. on March 15, 2007 in accordance with the provisions of our Bylaws. IN WITNESS WHEREOF, I have this 15th day of March, 2007 subscribed my name as Secretary of Ingen Technologies, Inc. and have caused the corporate seal to be affixed hereto (if such a seal exists). ________________________________________ Secretary of Corporation WAIVER OF NOTICE (2007.7) The undersigned Directors of Ingen Technologies, Inc. hereby waive notice of the special Directors' meeting held on March 15, 2007. We consent to all actions taken in the meeting. Faxed and electronic signatures are as valid as original signatures hereupon, and may be signed in counterparts. /s/ Scott R. Sand /s/ Curt Miedema - ------------------------------- ------------------------------ Scott R. Sand Curt Miedema /s/ Chris Wirth /s/ Yong Sin Khoo - ------------------------------- ------------------------------ Chris Wirth Yong Sin Khoo /s/ Stephen O'Hara /s/ John Finazzo - ------------------------------- ------------------------------ Stephen O'Hara John Finazzo 4 EX-99.2 3 ingen_8kex99-2.txt Exhibit 99.2 INGEN TECHNOLOGIES, INC. DIRECTORS' RESOLUTION 2007.8 BE IT KNOWN THAT, on the 15th day of March, 2007, at a duly constituted special meeting of the Directors of Ingen Technologies, Inc., the following resolution was voted and approved upon motion duly made and seconded. The Board of Directors approves the following transaction entered into with the parties as noted below (as of today): The company is entering into a Securities Purchase Agreement for a total subscription amount of $450,000 that includes Stock Purchase Warrants (for 9 million common shares) and Callable Secured Convertible Notes with AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners II, LLC ("Buyers"). The Buyers have divided up the buyer's interest in the transaction as contained in the various agreements included therewith (as forwarded to the Board earlier by management). Consideration (net, after reserve for legal fees) is to be paid to the company over the next 4 months, starting today, with payments of $100,000 each. The callable secured convertible notes (4 notes, $450,000 total loan principal; 3 year term; 6% annual interest, 15% annual "default interest") are convertible into shares of our common stock at a variable conversion price based upon the applicable percentage of the average of the lowest three (3) Trading Prices for the Common Stock during the twenty (20) Trading Day period prior to conversion. The "Applicable Percentage" means 50%; provided, however, that the Applicable Percentage shall be increased to (i) 55% in the event that a Registration Statement is filed within thirty days of the closing and (ii) 60% in the event that the Registration Statement becomes effective within one hundred and twenty days from the Closing. Under the terms of the callable secured convertible note and the related warrants, the callable secured convertible note and the warrants are exercisable by any holder only to the extent that the number of shares of common stock issuable pursuant to such securities, together with the number of shares of common stock owned by such holder and its affiliates (but not including shares of common stock underlying unconverted shares of callable secured convertible notes or unexercised portions of the warrants) would not exceed 4.99% of the then outstanding common stock as determined in accordance with Section 13(d) of the Exchange Act. The shares underlying the convertible notes are subject to a registration rights agreement. The Buyers receive the following seven year warrants to purchase shares of our common stock, exercisable at $.06 per share: AJW Partners, LLC - 450,000 warrants; AJW Offshore, Ltd. - 7,200,000 warrants; AJW Qualified Partners, LLC - 1,080,000 warrants; and New Millennium Capital Partners II, LLC - 270,000 warrants (the "Warrants"). The Warrants are subject to registration rights. Proceeds shall be utilized in management's discretion for company operations. CERTIFICATION BY SECRETARY I am the Secretary of Ingen Technologies, Inc. I hereby certify that the foregoing is a true and correct copy of the Resolution adopted by the Board of Directors of Ingen Technologies, Inc. on March 15, 2007 in accordance with the provisions of our Bylaws. IN WITNESS WHEREOF, I have this 15th day of March, 2007 subscribed my name as Secretary of Ingen Technologies, Inc. and have caused the corporate seal to be affixed hereto (if such a seal exists). ________________________________________ Secretary of Corporation WAIVER OF NOTICE (2007.8) The undersigned Directors of Ingen Technologies, Inc. hereby waive notice of the special Directors' meeting held on March 15, 2007. We consent to all actions taken in the meeting. Faxed and electronic signatures are as valid as original signatures hereupon, and may be signed in counterparts. /s/ Scott R. Sand /s/ Curt Miedema - ------------------------------- ------------------------------ Scott R. Sand Curt Miedema /s/ Chris Wirth /s/ Yong Sin Khoo - ------------------------------- ------------------------------ Chris Wirth Yong Sin Khoo /s/ Stephen O'Hara /s/ John Finazzo - ------------------------------- ------------------------------ Stephen O'Hara John Finazzo 5 -----END PRIVACY-ENHANCED MESSAGE-----