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) February 19, 2012
Fuel Doctor Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 333-161052 | 26-2274999 |
(State or Other Jurisdiction | (Commission | (IRS Employer |
of Incorporation) | File Number) | Identification No.) |
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23961 Craftsman Road L, Calabasas, California | 91302 | |
(Address of Principal Executive Offices) | (Zip Code) | |
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Registrant’s telephone number, including area code: | (818) 224-5678 | |
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:
. 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))
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Item 1.01
Entry into a Material Definitive Agreement.
On February 19, 2012, Fuel Doctor Holdings, Inc. (the “Company”) entered into an agency agreement (the “Agreement”), effective as of February 1, 2012 (the “Effective Date”) with Gulf Caravan Trading., an unaffiliated company located in Saudi Arabia (the “Agent”) pursuant to which the Agent will have the exclusive right and license to sell, market and distribute the Company’s fuel saving component which reduces the utilization of fuel known as “Fuel Doctor” (the “Product”) to potential clients in Saudi Arabia, Bahrain, Qatar, Kuwait, United Arab or Emirates, Oman, Jordan, Lebanon, Egypt, Sudan and Kenya (the “Territory”). The exclusivity of the Agreement is subject to the Agent meeting certain minimum purchase orders requirements during the Term (as defined below) of the Agreement as set forth below:
Contract Year Ending: | Minimum Number of Units Requirement |
First six months (01/01/2012-6/30/2012) | 480* |
Second six months (7/01/2012-12/31/2012) | 2,500 |
Second year (01/01/2013-12/31/2013) | 12,000 |
Third year (01/01/2014-12/31/2014) | 30,000 |
Fourth year (01/01/2015-12/31/2015) | 75,000 |
Fifth year (01/01/2016-12/31/2016) | 150,000 |
* No more than 60 days or less than 30 days prior to the expiration of year one, Company will work toward revising the minimum number of unit requirements should Agent request an adjustment.
The Agreement shall have an initial term commencing on the Effective Date and ending on August 1, 2017 (the (“Term”). Notwithstanding the foregoing, the Agreement may be terminated (i) by either party upon a material breach of the Agreement (ii) by the Company upon a change of ownership of the Agent or (iii) by mutual written agreement of the parties. The Agent shall have the option to extend the Term for an additional five-year term upon delivery of written notice to Company no earlier than 180 days or later than 90 days prior to the expiration of the Term and the option shall be based on satisfying, among other things, the quantity order requirements set forth below:
Contract Year Ending: | Minimum Number of Units Requirement |
Sixth year (01/01/2017-12/31/2017) | 220,000 |
Seventh year (01/01/2018-12/31/2018) | 360,000 |
Eighth year (01/01/2019-12/31/2019) | 400,000 |
Ninth year (01/01/2020-12/31/2020) | 560,000 |
Tenth year (01/01/2021-12/31/2021) | 490,000 |
In consideration for the grant of the exclusive license, the Agent agreed to provide the Company with certain fees for each Product purchased by Agent. The fees payable to the Company shall be for a period of 12 months after the Effective Date of the Agreement and thereafter the Company and Agent may mutually agree upon any price modification. In the event that the parties fail to agree upon such price modifications, the Agreement shall be terminated immediately.
The foregoing information is a summary of the agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K. Readers should review such agreements for a complete understanding of the terms and conditions associated with this transaction.
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Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
10.1 | Agency Agreement, effective as of February 1, 2012, by and between Fuel Doctor Holdings, Inc. and Gulf Caravan Trading, |
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† Confidential treatment is requested for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Exchange Act. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the Commission.
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.
FUEL DOCTOR HOLDINGS, INC.
By: /s/ Mark Soffa
Mark Soffa
Chief Executive Officer
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