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 22, 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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On January 22, 2007, Dr. Ronald W. Hart was appointed to the Board of
Directors of Water Chef, Inc. (the "Company"). Dr. Hart has previously served as
Director of the United States Food and Drug Administration's research arm and
the National Center for Toxicological Research, as advisor to the White House
Office of Science and Technology Policy and as Chair of a number of White House
and United States Department of Health and Human Services commissions. In
addition, he is an author of the Technology Transfer Act of 1986.
Dr. Hart has received compensation for his services to the Company as
Chairman of the Company's Scientific Advisory Board. In 2006, he received
250,000 shares of the Company's common stock, with a value of $37,500, as well
as an additional $5,000 for such services. The Company currently owes Dr. Hart
an additional $40,500 for his prior services as Chairman of the Scientific
Advisory Board.
In 2000, 4 Clean Waters, Ltd. ("4 Clean Waters"), a company in which Dr.
Hart holds a 12.5% interest, made a loan to the Company in the amount of
$200,000 (the "Loan"). In 2006, the Company paid 4 Clean Waters $30,000,
representing both principal and interest, on the Loan. In 2005, the Company
issued 571,428 shares of the Company's common stock, with a value of $40,000 to
4 Clean Waters and paid 4 Clean Waters $60,000 in recognition of both principal
and interest on the Loan. As of the date hereof, $164,368 remains outstanding on
the Loan.
ITEM 8.01. OTHER EVENTS.
On January 22, 2007, the Company issued a press release, a copy of which
is attached hereto as EXHIBIT 99.1, with respect to Dr. Hart's appointment to
the Company's Board of Directors.
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 22, 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.
(Registrant)
Date: January 26, 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 22, 2007.