UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 1, 2012
Fuel Doctor Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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))
Explanatory Note
We are filing this Amendment No. 1 to our Current Report on Form 8-K (the “Amendment”) as originally filed with the Securities and Exchange Commission (the “SEC”) on January 13, 2012 (the “Original Filing”) to amend and restate the filing in its entirety and to, among other things, (i) correct the disclosure regarding the initial term of the agency agreement entered into with Senibellacorp, S.A. (ii) disclose the terms of the an amendment to the agency agreement and (ii) attach the amendment to the agency agreement as Exhibit 10.2 to this Amendment. Except as described above, no other information in the Original Filing has been updated and this Amendment continues to speak as of the date of the Original Filing and the Amendment. Other events occurring after the filing of the Original Filing, the Amendment or other disclosure necessary to reflect subsequent events will be addressed in other reports filed with or furnished to the SEC subsequent to the date of the filing of the Original Filing, and the Amendment.
Item 1.01 Entry into a Material Definitive Agreement.
On January 1, 2012 (the “Effective Date”), Fuel Doctor Holdings, Inc. (the “Company”) entered into an agency agreement (the “Agreement”) with Senibellacorp S.A., an unaffiliated company located in Ecuador (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 Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, French Guiana, Guyana, Paraguay, Peru, Suriname, Uruguay, and Venezuela (the “ Territory ”). On March 27, 2012, the parties entered into an amendment to the Agreement clarifying the Term (as defined below) of the Agreement. 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:
* 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 June 30, 2012 (the (“ Term ”), subject to the Agent’s ability to extend the term through December 31, 2017 provided that the Agent is then not in default under the Agreement. 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:
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.
2
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.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
10.1
Agency Agreement, dated January 1, 2012, by and between Fuel Doctor Holdings, Inc. and Senibellacorp S.A. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2012 and incorporated herein by reference) †
10.2
Amendment to the Agency Agreement, dated March 27, 2012 by and between Fuel Doctor Holdings, Inc. and Senibellacorp S.A.
_________________
† 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.
3
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.
Date: April 11, 2012
By: /s/ Mark Soffa
Mark Soffa
Chief Executive Officer
4