sec document
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) January 16, 2007
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WATER CHEF, INC.
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(Exact name of Registrant as Specified in Charter)
Delaware 0-30544 86-0515678
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1007 Glen Cove Avenue, Glen Head, Ny 11545
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (516) 656-0059
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(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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 16, 2007, Water Chef, Inc. (the "Company") appointed Leslie J.
Kessler to the position of President. In connection with her employment, she is
to receive a salary of $9,000 per month. In addition, Ms. Kessler received a
grant of 2,000,000 shares of the Company's common stock and a warrant to
purchase 2,000,000 shares of the Company's common stock. The Company will
implement a performance-based cash incentive plan for Ms. Kessler as well.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On January 16, 2006, the Company appointed Leslie J. Kessler to the
position of President of the Company. For the past five years, Ms. Kessler has
been President of LJK Associates. In her employment at LJK Associates, Ms.
Kessler provided consulting services to various companies and assisted in real
estate matters.
In April 2006, Ms. Kessler entered into a consulting agreement with the
Company pursuant to which she provided assistance in the areas of marketing,
strategic planning, public relations and investor relations. Under the
consulting agreement, Ms. Kessler received $6,000 per month as well as a warrant
to purchase 4,000,000 shares of the Company's common stock.
ITEM 8.01. OTHER EVENTS.
On January 16, 2007, the Company issued a press release, a copy of which
is attached hereto as EXHIBIT 99.1, with respect to Ms. Kessler's appointment as
President of the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of
this Current Report on Form 8-K.
Exhibit No. Description
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99.1 Press Release dated January 16, 2007.
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.
WATER CHEF, INC.
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(Registrant)
Date: January 17, 2007
By: /s/ David A. Conway
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David A. Conway
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated January 16, 2007.