-----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, SWJ7n5upM5Z4Iw14nnodBjewXB44jPaTCOiYzG2svKBPgd4HHJnla7eK5byIt4gY itfcTN3i51RVokUrMQwN1w== 0001144204-05-038560.txt : 20051202 0001144204-05-038560.hdr.sgml : 20051202 20051201174028 ACCESSION NUMBER: 0001144204-05-038560 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051201 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051202 DATE AS OF CHANGE: 20051201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEMENTITIOUS MATERIALS INC CENTRAL INDEX KEY: 0000863895 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870646435 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49901 FILM NUMBER: 051238510 BUSINESS ADDRESS: STREET 1: 56 WEST 400 S SUITE 220 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: 8013223401 FORMER COMPANY: FORMER CONFORMED NAME: OCEAN EXPRESS LINES INC DATE OF NAME CHANGE: 19900529 8-K 1 v030796_8k.htm
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
Washington, DC 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):
December 1, 2005
 
NaturalNano, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada 
 
000-49901
 
87-0646435
(State or other jurisdiction
 
(Commission File No.)
 
(I.R.S. Employer
of incorporation)
 
 
 
Identification No.)
 
150 Lucius Gordon Drive, Suite 115
West Henrietta, New York 14586
(Address of principal executive offices) 

Cementitious Materials, Inc.
19 East 200 South, Suite #1080
Salt Lake City, Utah 84111
(Former name, or former address, if changed since last report)


(585) 214-8005
(Registrant’s telephone number, including area code)
 
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))
 


Item 7.01 Regulation FD Disclosure

On December 1, 2005, we issued a press release announcing that on November 29, 2005, pursuant to an Agreement and Plan of Merger, dated as of September 26, 2005 (the “Merger Agreement”) by and among Cementitious Materials, Inc., a Nevada corporation, (the “Company”), Cementitious Acquisitions, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and NaturalNano, Inc., a Delaware corporation now known as NaturalNano Research, Inc. (“NN Research”), Merger Sub was merged with and into NN Research, with NN Research surviving as a wholly-owned subsidiary of the Company (the “Merger”). Immediately following the Merger, the Company changed its name to “NaturalNano, Inc.” Pursuant to the Merger Agreement, we issued 44,919,378 shares of our authorized but previously unissued common stock to the stockholders of NN Research in exchange for all of the issued and outstanding common stock of NN Research and an additional 10,469,600 shares of our authorized but previously unissued common stock in consideration for the conversion of certain outstanding NN Research convertible debt. We also issued options and warrants for the purchase of an aggregate of 7,200,000 shares of our common stock to the holders of outstanding NN Research options and warrants, in consideration of the cancellation of such options and warrants.

The press release also announced the change of the trading symbol under which our common stock is traded on the Over-the-Counter Bulletin Board. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Number
Exhibit

99.1
Press release dated December 1, 2005 entitled “NaturalNano Commences Trading Under New Symbol; New Symbol Follows Name Change and Completion of Merger.”


 
     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.
     
 
NATURALNANO, INC.
 
 		  
 		  
 
Dated: December 1, 2005
 By:  
/s/ Kathleen A. Browne
 
Kathleen A. Browne
 
Chief Finanical Officer

EX-99.1 2 v030796_ex99-1.htm Unassociated Document
Exhibit 99.1

PRESS RELEASE

NaturalNano Completes Merger

Commences Trading Under New Symbol

ROCHESTER, NY - (PRNewswire) - December 1, 2005 - NaturalNano, Inc. (OTCBB: NNAN), formerly known as Cementitious Materials, Inc. (OTCBB: CTTM), announced that on November 29, 2005 the Company completed the acquisition of NaturalNano, Inc., a previously privately-held company, through the merger of a wholly-owned subsidiary of the Company into NaturalNano. In connection with the merger, the Company changed its corporate name to “NaturalNano, Inc.” and, to reflect the Company’s new name, it will commence trading effective December 2, 2005 under the new trading symbol OTCBB: NNAN on the Over-the-Counter (OTC) Bulletin Board. Prior to the merger, NaturalNano closed a private placement totaling $4,156,000.

NaturalNano is an advanced materials company whose primary business is discovering, refining and marketing naturally occurring nanomaterials. The Company’s efforts are currently directed toward research, development, production and marketing of proprietary technologies in the development of commercial applications for halloysite nanotubes that enable a range of advanced applications in material additives for polymers, plastics and composites; cosmetics and other personal care products; absorbent materials; and pharmaceuticals and medical device additives and coatings.

“We believe this merger and the private placement will allow us to further develop and market our propriety technologies and processes,” said Michael Riedlinger, the Company’s President. Riedlinger continued by saying, “NatualNano has assembled a team of leading researchers in the field of nanotechnology and established relationships with several government and research institutions across the country and in Europe. We are looking forward to bringing our exciting new nanotechnologies to the marketplace.”

In the merger, the Company issued 44,919,378 shares of its common stock in exchange for all of the issued and outstanding common stock of NaturalNano. In addition, the Company issued 10,469,600 shares of its common stock to the investors who purchased securities in the private placement. The securities issued in the merger have not been registered under the Securities Act of 1933 and may not be resold for a period of one year absent a registration pursuant to the Securities Act.
 
About NaturalNano, Inc.
 
NaturalNano, Inc. (OTCBB: NNAN) is an advanced materials company that is developing unique and proprietary processes for refining naturally occurring nanotubes and other materials that add desirable properties to a range of advanced applications including uses in cosmetics and personal care products, absorbent materials, electromagnetic interference shielding, specialty coatings, and material additives for industrial polymers, plastics and composites. NaturalNano possesses broad intellectual property rights and proprietary know-how for its comprehensive range of processes, compositions, and derivatives of halloysite nanotubes. For more information, please visit www.naturalnano.com
 
Cautionary Statement Regarding Forward-Looking Statements
 
Certain statements included in this press release may constitute forward-looking statements within the meaning of applicable securities laws. These statements reflect what NaturalNano anticipates, expects, or believes may happen in the future. NaturalNano's actual results could differ materially from the outcome or circumstance expressed or implied by such forward-looking statements as a result of a variety of factors including, but not limited to: NaturalNano’s ability to develop its technologies; the approval of NaturalNano's patent applications; the successful implementation of NaturalNano's research and development programs; the ability of NaturalNano to demonstrate the effectiveness of its technology; the acceptance by the market of NaturalNano's technology and products incorporating such technology, the ability of NaturalNano to effectively negotiate and enter into contracts with third parties for the licensing of NaturalNano's technology; competition; the ability of NaturalNano to raise capital to fund its operating and research and development activities until it generates revenues sufficient to do so; and the timing of projects and trends in future operating performance, as well as other factors expressed from time to time in NaturalNano's periodic filings with the Securities and Exchange Commission (the "SEC"). As a result, this press release should be read in conjunction with NaturalNano's periodic filings with the SEC which are incorporated herein by reference. The forward-looking statements contained herein are made only as of the date of this press release, and NaturalNano undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
 
MEDIA CONTACTS
 
NaturalNano, Inc.
Bobbi Drew
bobbi@NaturalNano.com
585-214-8172
 
Jennifer Gould
JGould@rubensteinpr.com
212-843-8037
 

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