IGNT Ingen Technologies Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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): June 11, 2015

 

INGEN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

(951) 688-7840

(Registrant's telephone number, including area code)

 

Georgia	000-28704	84-1122431
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)

 

3410 La Sierra Ave., Suite F 507 Riverside, CA 92503

(Address of principal executive offices) (Zip 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):

 

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))

 

 

 

 

1.01

Entry into a Material Definitive Agreement

 

On January 21, 2015 the company entered into a legal retainer agreement with the Securities Compliance Group LTD authorizing their legal representation to successfully provide corporate legal services to petition the SEC in relation to the final requirements of removing the Global Lock/Chill imposed upon the Client’s securities by the Depository Trust Company. The Company has previously fully complied with the DTC as in reference to the 8K filing on October 22, 2014. Refer to Exhibit 10.1

 

On May 25, 2015 Attorney Adam Tracey, ESQ., of the Securities Compliance Group LTD issued a Letter of Objection and an Opinion to Donald Maj, Representative of the Depository Trust Company in relation to the final requirements of removing the Global Lock/Chill imposed upon the Client’s securities. Refer to Exhibit 10.2

 

 

9.01

Financial Statements and Exhibits

 

(d) Exhibits

 

INDEX TO EXHIBIT

 

EXHIBIT
NO.	DESCRIPTION
10.1	Legal Retainer Agreement with Securities Compliance Group LTD dated 1/21/2015
10.2	Letter of Objection and Opinion to the Depository Trust Company dated 5/25/2015

 

 

 

 

 

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.

 

 

 

June 11, 2015	Ingen Technologies, Inc.
	By:	/s/ Gary Tilden
		Gary Tilden Chairman and COO

 

 

 

 

EXHIBIT 10.1

 

January 21, 2015

 

Via Email

 

Gary Tilden

Chairman and Chief Operating Officer

Ingen Technologies, Inc.

3410 La Sierra Ave.

Suite F 507

Riverside, CA 92503

 

Re: Engagement Agreement

Petition to Remove DTC Global Lock/Chill

 

Dear Mr. Tilden,

 

The following engagement agreement sets forth the terms and conditions of the attorney-client relationship between Securities Compliance Group, Ltd. (“Counsel”) and Ingen Technologies, Inc., a Georgia corporation (the “Client”). Further, the agreement contains a statement of your rights and responsibilities pursuant to prevailing law. Your signature on this document will reflect Client's consent to be bound by the terms and conditions contained herein. Please read and consider all provisions before signing.

 

This written engagement agreement, prepared by the counsel, shall clearly address the objectives of representation and detail the fee arrangement, including all material terms. If fees are to be based on criteria apart from, or in addition to, hourly rates, such criteria (e.g., unique time demands and/or utilization of unique expertise) shall be delineated. The Client shall receive a copy of the written engagement agreement and any additional clarification requested and is advised not to sign any such agreement which the Client finds to be unsatisfactory or does not understand.

 

The objective of the legal representation contemplated herein is to successfully provide corporate legal services in relation to removing the Global Lock/Chill imposed upon the Client’s securities by the Depository Trust Company As such, as your attorney, and pursuant to this agreement, I shall take all reasonable and necessary action on your behalf in order to fulfill Client objectives.

 

Representation will commence upon the signing of the written engagement agreement. My representation shall continue at least until the completion of the tasks contemplated herein. The counsel will provide competent representation, which requires legal knowledge, skill, thoroughness, and preparation to handle those matters set forth in the written engagement agreement. Once employed, the counsel will act with reasonable diligence and promptness, as well as use his best efforts on behalf of the client, but he cannot guarantee results.

 

 

 

 

 

The counsel will abide by the Client’s decision concerning the objectives of representation and will endeavor to explain any matter to the extent reasonably necessary to permit the client to make informed decisions regarding representation. During the course of representation and afterward, the counsel may not use or reveal a Client’s confidence or secrets, except as required or permitted by law.

 

The counsel will keep the Client reasonably informed about the status of representation and will promptly respond to reasonable requests for information.. The Client shall be truthful in all discussions with the counsel and provide all information or documentation required to enable the counsel to provide competent representation. During representation, the Client is entitled to receive all pleadings and substantive documents prepared on behalf of the Client and every document received from any other counsel of record. At the end of the representation and on written request from the Client, the counsel will return to the client all original documents and exhibits. In the event that the counsel withdraws from representation, or is discharged by the Client, the counsel will turnover to the substituting counsel (or, if no substitutions, to the client) all original documents and exhibits within thirty (30) days of the counsel’s withdrawal or discharge.

 

The counsel cannot be required to engage in conduct which is illegal, unethical, or fraudulent. A counsel who cannot ethically abide by his client’s directions shall be allowed to withdraw from representation.

 

The fee for this matter will be based upon an hourly rate of Three Hundred Fifty and 00/100 Dollars ($350/00) (the “Fee”). The Fee shall be payable in shares of the Client’s common stock. For purposes herein, each share of common stock shall be valued at fifty (50%) percent of the trailing thirty day average bid price as quoted on OTC Link as of the date hereof. The Fee shall only become due upon the successful removal of the Global Lock/Chill on the Client’s securities. All reasonable costs related to this engagement, if any, shall be borne by Client.

 

California law, as well as the Rules of Professional Conduct, provides that attorneys’ fees are not based solely on hours spent. In determining the reasonableness of the fees, the following are taken into consideration: the skill and standing of the attorneys employed, the nature of the controversy, the novelty and difficulty of the issues involved, the amount and importance of the subject matter, the degree of responsibility involved in the management of the case, the time and labor required, the usual and customary charge in the community, and the resulting benefit to you. You have the right to review this agreement with an independent attorney if you so desire. Prior to signing, please contact us with any questions or problems regarding this agreement.

 

Yours very truly,

By: /s/ Adam S. Tracy

Adam S. Tracy, Esq.

Agreed to and accepted this 3rd day of February, 2015

By: /s/ Gary B. Tilden – Chairman, COO

Ingen Technologies, Inc.

By: /s/ David S. Hanson – CEO

Ingen Technologies, Inc.

 

 

 

Exhibit 10.2

 

 

 

 

May 25, 2015

Via Overnight Courier

Corporate Secretary

c/o Donald Maj

The Depository Trust Company

55 Water Street

New York, NY 10041

 

	Re:	Objection to the Imposition of the Deposit Lock on CUSIP No. 45684G508
		Ingen Technologies, Inc., a Georgia corporation

 

Dear Mr. Maj,

 

Please be advised that this firm represents Ingen Technologies, Inc., a Georgia corporation (the "Issuer"). This correspondence shall serve as the Issuer's formal objection to the continuing imposition of a deposit "lock" upon the Issuer's common equity securities. Respectfully, the Issuer is of the opinion and belief that the continued restriction placed upon the Issuer's securities is unwarranted, unfairly affects the private interests of its shareholders and fails in all material respects to dissuade or otherwise protect the either the Issuer or the securities industry as a whole as contemplated in the Bank Secrecy Act, 31 U.S.C. § 5311, et seq.

 

As you are aware, Section 17A(b)(3)(H) of the Exchange Act of 1934 (the "Act") requires that the DTC, as a clearing agency, provide "fair procedures" when it prohibits or limits access to its services. Moreover, while DTC is not an arm of the government, the United States appellate court has interpreted the Act's fairness requirements in accordance with traditional interpretations of the Fifth Amendment's Due Process Clause. Gold v. Securities and Exchange Commission, 48 F.3d 987, 991 (7th Cir. 1995). As with well-established principles of Due Process, Section 17A(b)(5)(B) of the Act likewise provides for a statutory right to be heard.

 

In relying upon the Mathews decision, the factors to be considered with respect to the continued imposition of a deposit lock include that: (a) a private interest will be affected; (b) there exists the risk of erroneous deprivation and the value of additional procedural safeguards; and (c) a weighing of DTC's interest in its role as a gatekeeper for the securities industries versus the additional administrative burden contemplated in such proceedings. Mathews v. Eldridge, 424 U.S. 319 (1976). Here, the analysis weighs heavily in favor of the Issuer. While the Issuer was not provided with a full opportunity to be heard, the Mathews factors clearly indicate that the far-reaching impact upon innocent shareholders are tantamount to a complete loss of their property. Likewise, the Issuer, in its current iteration, is a viable business without suitable access to the capital markets because of the ongoing restriction. Those two considerations, coupled with the length of time since the imposition of the deposit lock and the fact that then-controlling actors of the Issuer have been removed, combine to offer no compelling mechanism to further DTC's public policy obligations.

 

 

 

 

Accordingly, this correspondence shall further serve as the Issuer's request for a hearing with respect to the continuing imposition of the deposit "lock" in accordance with Rule 22 of the Depository Trust Company Rules. In support of such request, the Issuer has attached as an Annex hereto a proposed opinion letter addressing those deposits which are alleged to have brought about the imposition of the restriction. The Issuer is willing to cooperate fully and in a timely manner with DTC in addressing this most serious matter in an effort to preclude the need for what the Issuer would otherwise characterize as unnecessary procedural action.

 

We trust that DTC will agree with the Issuer's position and evaluate the removal of the deposit lock. Thank you for your time and consideration.

 

Yours very truly,

 

Adam S. Tracy, Esq.

 

Attorney for Ingen Technologies, Inc.

 

 

 

 

 

 

May 25, 2015

 

Via Overnight Courier

The Depository Trust Company

55 Water Street

New York, New York 10041

U.S.A.

Attn: Underwriting Department

 

 

RE: Ingen Technologies, Inc., Common Stock, CUSIP 45684G508

 

Ladies and Gentlemen:

 

We are counsel for Ingen Technologies, Inc. (the "Company") and are providing this opinion letter to The Depository Trust Company ("DTC") at the request of the Company. Securities issued by the Company, CUSIP 45684G508 (the "Subject CUSIP") have been deposited for book-entry delivery, settlement and depository services (the "Services") at DTC, registered in the nominee name of DTC, Cede & Co. (the "Subject Securities"), which include, without limitation the deposits identified in Exhibit 2 and Exhibit 3 to the notice letter sent by DTC to the Company dated September 24, 2013 (the "Notice Securities") and attached again hereto. We are providing this opinion at the request of the Company to confirm that each of the Subject Securities, including the Notice Securities, were, at the date of deposit at DTC, eligible under the Rules and Procedures of DTC to be deposited for the Services.

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

 

·

the orders and instructions of the Company for the issuance and delivery of the Subject Securities,

 

·

copies of duly executed securities purchase agreements and debt instruments involved in each sale of the Subject Securities,

 

	·	prior legal opinions submitted to the Company or its transfer agent in connection with the issuance of the Subject Securities, and/or the resale of the Subject Securities, by the initial purchasers,

·

accredited investor certifications for each accredited investor who invested in any private placement of the Subject Securities,

 

·

relevant books and records of the Company's transfer agent,

 

	·	a copy of a Certificate of Good Standing of the Company dated as of May 25, 2015

·

any additional documentation or materials used to form a basis for the opinions herein or deemed relevant to DTC's determination regarding the subject securities.

 

 

 

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others and such other statements, documents, certificates and corporate or other records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

 

Based on the foregoing, and our independent legal analysis, we are of the opinion that the Notice Securities when issued by the Company, and all other shares of the Subject CUSIP when issued by the Company beginning from the date that is five years prior to the date of this letter, either:

 

(1) were not "restricted securities" under Rule 144(a)(3) following their issuance, or

 

(2) those securities that were "restricted securities" under Rule 144(a)(3) following their issuance are listed on Appendix 1 hereto, and with respect to such securities: (a) all certificates or electronic records evidencing such restricted securities bore appropriate restrictive legends or the electronic equivalents effecting such restrictions under the Securities Act of 1933, as amended; (b) such restrictive legends or electronic equivalents were not removed therefrom except by reasonable and customary procedures designed to verify the proper legal basis for such removal, including, where appropriate, verification by valid legal opinions from independent counsel to the Company in support of such removal.

 

No Notice Securities issued by the Company nor any other shares of the Subject CUSIP issued by the Company beginning from the date that is five years prior to the date of this letter, were issued in reliance on Rule 504(b)(i),(ii) or (iii) under the Securities Act.:

 

This opinion is rendered to you and is solely for your benefit to be used only in connection with the matters stated herein, except that you may deliver copies of this opinion to your professional advisors, to any governmental agency or regulatory authority or if otherwise required by law.

 

 

Yours very truly,

 

Adam S. Tracy, Esq.

 

Attorney for Ingen Technologies, Inc.

 

 

 

 

 

 

FURTHER EXPLANATION FOR THE NOTICE SECURITIES

 

 

With the exception of the transactions listed below, all of the transactions listed on the attached Appendix 1 were issuances of free trading common stock in exchange for debt or preferred shares that had been held for over a year and sufficiently aged under Rule 144. One year or more after the nonpublic issuance of debt in individual transactions (exempt under §4(a)(2)), free trading securities were issued in exchange for those debt or preferred shares based on Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii).

 

The Notice Securities are comprised of those listed on Exhibits 2 and 3 to the notice letter. Those listed in Exhibit 2 were issued to Watson Investment Enterprises, and many were identified in a FINRA order as having been sold and resold without registration under the Securities Act. This statement, while correct on its face, is incorrect in that it omits to state all relevant facts, which include the fact that ostensibly the shares did not require registration because they were issued to an accredited investor in non public issuances that were exempt under §4(a)(2). These shares were purchased from the original holder thereof who held $275,000 debt of the Company since March 20, 2004. Tacking the holding period of original holder to that of Watson resulted in shares being issued without restrictive legend pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii). An opinion of counsel was provided by Watson's attorney to support this issuance. I have determined this opinion was incorrect and the shares were improperly issued. Nevertheless, with the passage of time since this transaction, it would appear no benefit could be achieved through any further restriction on these shares. The DTC’s recent position paper ("DTC Service Restrictions On Certain Book-Entry Securities - Procedures For Affected Issuers" September 2013) and the SEC's current rulemaking (Release No. 34-71745; March 19, 2014) indicate that this would be the correct position for DTC to take.

 

Regarding the issuances listed on Exhibit 3 to the notice letter, these shares were issued pursuant to a Settlement and Forbearance Agreement of August 24, 2009 (the "SFA"). The SFA settled claims that had arisen at or before June 16, 2008. An appropriate opinion of counsel supported these issuances as well.

 

 

APPENDIX 1