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):
September 15, 2006
IMAGE TECHNOLOGY LABORATORIES, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 22-53531373
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
602 Enterprise Drive
KINGSTON, NEW YORK 12401
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's Telephone Number, Including Area Code: (845) 338-3366
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
In September 2006, Image Technology Laboratories, Inc. entered into a Settlement
Agreement with Dr. Carlton T. Phelps, our former vice president of finance and
administration, chief financial officer, secretary and treasurer.
Pursuant to the Settlement Agreement, we are to pay a total of $153,375.26 to
Dr. Phelps, consisting of attorneys' fees awarded by the arbitrator and
confirmed by the court plus interest calculated at a rate of nine percent per
annum from September 4, 2004 until September 1, 2006. Details of the arbitration
and court confirmation appear in our periodic reports on Forms 10-KSB and 10-QSB
which are on file with the Securities and Exchange Commission.
In addition, the agreement provides for Dr. Phelps to resell to the company
2,309,583 shares of common stock of Image Technology Laboratories' held by him
in exchange for $230,958.30 cash, pursuant to the requirements of a separate
Share Repurchase Agreement executed in connection with the settlement. The
agreement further requires that the parties exchange mutual releases and cross
indemnities for breaches of the agreement.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
We raised the funding to purchase Phelps's shares pursuant to the Settlement
Agreement described above under Item 1.01 by issuing 2,309,583 shares of Image
Technology Laboratories' common stock at a price of $.10 per share to seven
accredited investors in a private placement under Section 4(2) of the Securities
Act of 1933, as amended, and Rule 506 of Regulation D thereunder. These
unregistered shares of common stock were issued with registration rights.
The 2,309,583 shares of common stock purchased from Dr. Phelps by the Company
will be immediately cancelled upon their tender.
ITEM 8.01 OTHER EVENTS
Image Technology Laboratories, Inc. makes the following statement in accordance
with the Settlement Agreement described in Item 1.01 to this Report on Form 8-K:
In our previous SB-2 (Amendment No. 2), filed with the Securities and Exchange
Commission on June 7, 2002, the Company erroneously stated: 'We do not consider
the recent termination for cause pursuant to the terms of his employment
agreement of Carlton T. Phelps, M.D., formerly our vice president of finance and
administration, chief financial officer, secretary and treasurer, to be
detrimental to our operations going forward. Rather, it is our belief that Dr.
Phelps's recent performance had a negative impact on our operations and his
absence should provide an immediate ongoing benefit to Image Technology.' In
fact, Dr. Phelps was not fired for cause, he resigned. His resignation was
voluntary. There is no reason to believe that the Company will receive any
on-going benefit as the result of Dr. Phelps's resignation.
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.
Date: September 15, 2006
IMAGE TECHNOLOGY LABORATORIES, INC.
By: /S/ LEWIS M. EDWARDS
--------------------
Lewis M. Edwards
Chairman, Executive Vice-President,
Chief Technology Officer,
Principal Accounting Officer