- Current report filing (8-K)
December 15 2009 - 01:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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 15, 2009
(December 14,
2009)
SPONGETECH DELIVERY
SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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333-100925
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54-2077231
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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10
West 33
rd
Street,
Suite 518
New
York, New York 10001
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code:
(212) 695-7850
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:
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
1.01 Entry Into a Material Definitive Agreement
On
December 14, 2009, SpongeTech Delivery Systems, Inc. (“SpongeTech”) entered into
a Settlement Agreement and Release (the “Settlement Agreement”) with Sponge
Tech, Inc. (“STI”), Spongeables LLC (“Spongeables”) and Michael Popovsky, an
officer of STI and Spongeables (collectively, the “Defendants’). A
copy of the Settlement Agreement and all Exhibits thereto is attached as Exhibit
10.1 to this Current Report.
By way of
background, on October 4, 2009, SpongeTech commenced an action in the United
States District Court for the Southern District of New York against Spongeables
and subsequently amended the complaint to add the other Defendants (the
“Lawsuit”). The complaint alleged, among other things, trade infringement,
unfair competition, false description, injury to business reputation, and
defamation. The Defendants have denied any wrongdoing.
Pursuant
to the Settlement Agreement, the parties agreed to a dismissal of the Lawsuit
with prejudice within five business days after execution of the Settlement
Agreement, and SpongeTech released the Defendants, and the Defendants released
SpongeTech, from any claims, demands and causes of action, whether in law or
equity, that arise out of or relate to the claims in the Lawsuit or either were
asserted or could have been asserted in the Lawsuit.
Further,
Mr. Popovsky agreed to provide a clarification letter (“Clarification Letter”),
which is attached to the Settlement Agreement as Exhibit B, with respect to an
article in the New York Post dated September 22, 2009, and to send the
Clarification Letter to the New York Post.
In
addition, the Defendants agreed, among other things, to not use the mark
SPONGETECH in connection with the sale of any product or service for sponges
infused with soap and/or active ingredients, or any mark that is similar to,
would cause dilution of, injury to or confusion with, SpongeTech’s marks or
business reputation. SpongeTech agreed to not use the mark
SPONGEABLES or any of the Spongeable Marks in connection with the sale of any
product or service for sponges embedded with cleaner, soap, shampoo, wax,
degreaser and/or active product ingredients, or any mark that is similar to,
would cause dilution of, injury to or confusion with, Spongeables’ marks or
business reputation.
The
foregoing summary of the agreements and transactions described in above is
qualified in its entirety by reference to the definitive transaction document, a
copy of which is attached as an exhibit to this Current Report on Form
8-K.
Item 9.01. Financial Statements and
Exhibits.
Exhibit
No.
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Description
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10.1
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Settlement
Agreement and Release dated December 14, 2009 by and between SpongeTech
Delivery Systems, Inc., Sponge Tech, Inc., Spongeables LLC and Michael
Popovsky.
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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.
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SpongeTech
Delivery Systems, Inc.
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Date:
December 15, 2009
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By:
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/s/ Michael
L. Metter
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Michael
L. Metter
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Settlement
Agreement and Release dated December 14, 2009 by and between SpongeTech
Delivery Systems, Inc., Sponge Tech, Inc., Spongeables LLC and Michael
Popovsky.
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