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Attachment 1
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): May 22, 2008
ADVANCE
NANOTECH, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-10065
|
20-1614256
|
|
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
600
Lexington Avenue, 29th Floor, New York, NY
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10022
|
|
(Address
of principal executive offices)
|
(Zip
Code)
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Registrant's
telephone number, including area code: (212)
583-0080
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
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item 1.01.
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Entry
into a Material Definitive
Agreement.
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As
previously reported on a Form 8-K filed on December 27, 2007, Advance Nanotech,
Inc. (the “Company”) entered into an Exchange Agreement, dated December 19, 2007
(the “Exchange Agreement”), with its majority owned subsidiary Owlstone
Nanotech, Inc. (“Owlstone”) and certain stockholders of Owlstone to increase the
Company’s ownership interest in Owlstone by issuing newly issued shares of the
Company’s common stock in exchange for Owlstone common shares. On May 28, the
Company and the other parties to the Exchange Agreement entered into that
certain Exchange Agreement Amendment No. 1 (the “Amendment). In the Amendment,
it was agreed that certain covenants of the Company in the Exchange Agreement
are changed or deleted and (i) the minimum initial exercise price of stock
options to replace Owlstone employee options would be decreased from $0.30
to
$0.25, (ii) the number of Company warrants to be issued to Owlstone holders
are
increased by 4,000,000, and (iii) Mr. Bret Bader will become the new Chief
Executive Officer of the Company effective upon consummation of the Exchange
Agreement.
The
foregoing description of the Amendment is qualified in its entirety by the
terms
and provisions of the Amendment that was executed, which is attached as Exhibit
10.1 hereto and incorporated herein by reference.
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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
As
previously reported on a Form 8-K filed on May 2, 2008, the Board of Directors
of the Company terminated the employment of Magnus R. E. Gittins as the
President and Executive Chairman of the Company pursuant to the terms of his
Amended and Restated Employment Agreement with the Company dated August 13,
2007 (the “Employment Agreement”). On May 22, 2008, an agent of the Company,
acting pursuant to authority granted by the Board of Directors of the Company
in
accordance with terms of the Employment Agreement, tendered the resignation
of
Mr. Gittins as a director and officer of the Company and each of the Company’s
subsidiaries, effective May 19, 2008. Mr. Gittins, who served on the Executive
Committee of the Board of Directors at the time of his resignation, was removed
as a director and officer for cause under the terms of his Employment Agreement
as a result of an altercation involving him and another executive officer of
the
Company.
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Item 8.01.
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Other
Events.
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On
May
22, 2008, the Company issued a press release announcing that Owlstone had been
selected as one of four finalists for the 2008 Royal Academy of Engineering
MacRobert Award, the UK’s premier award for innovation in engineering. The press
release is attached as Exhibit 99.1 hereto and is incorporated herein in its
entirety.
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.
| ADVANCE NANOTECH, INC. | ||
| |
|
|
| By: | /s/ Thomas P. Finn | |
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Name:
Thomas P. Finn
Title:
Chief Financial Officer & Secretary
|
||
Dated:
May 28, 2008
EXHIBIT
INDEX
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Exhibit
No.
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Description
|
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10.1
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Exchange
Agreement Amendment No. 1, dated May 28, 2008, between the Company
and the
stockholders party thereto
|
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99.1
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Press
Release, dated May 22,
2008
|