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: OCTOBER 23, 2002
SYNERGY TECHNOLOGIES CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 02-26721 84-1379164
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation or Number)
organization)
1689 Hawthorne Drive
Conroe Texas, USA 77301-3284
Telephone: (936) 788-8220
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On October 17, 2002, Texas T Petroleum, Ltd. ("Texas T") filed a
Statement of Claim in the Court of Queen's Bench of Alberta (Canada), Judicial
District of Calgary seeking to cause Synergy Technologies Corporation ("Synergy"
or the "Company") to convey its CPJ heavy oil technology to Texas T. Texas T
bases its claim on the March 2002 agreement (the "Agreement") pursuant to which
Synergy purchased Texas T's 50% interest in Carbon Resources Limited ("Carbon"),
the company which owned the CPJ technology. Specifically, Texas T is relying on
a provision of the Agreement which states that if "Synergy should become
bankrupt, insolvent or otherwise become financially incapable of commercially
exploiting the CPJ Technology, then in that event, it shall transfer the CPJ
Technology to Texas T." Texas T claims in its filing that Synergy has become
bankrupt, insolvent or otherwise financially incapable of commercially
exploiting the CPJ Technology. Texas T further alleges that its damages are
impossible to calculate, and it seeks an order requiring Synergy to convey the
technology to Texas T. Synergy disputes Texas T's claim and had been in
discussions with representatives of Texas T prior to this filing in an effort to
resolve this issue. Synergy has retained local counsel in Calgary and has 15
days from the date of Texas T's court filing to respond.
Certain holders of convertible promissory notes (the "Notes") issued by
the Company in 2000 elected in June and July, as provided in the Notes, to
receive repayment of their principal plus accrued interest. The terms of the
Notes provide that these payments are due 90 days following the repayment
election and that the Company has an additional 30 days in which to cure any
default with respect to these payments. The total amount of principal and
interest owed to these Note holders is $254,100. Of the total amount owed,
$108,900 became due in September, and the cure periods for these payments have
expired. The Company has not made these payments and has received written notice
from the holders of these Notes demanding payment of the amounts due them. The
cure periods for an additional $145,200 in payments owed to holders will expire
in November. The Company has received written notice from one of these holders
demanding payment of the $36,300 due them. The Company has been attempting to
negotiate a repayment plan with the holders of the Notes and is continuing to do
so.
As part of the settlement of a lawsuit earlier this year, Synergy
agreed to pay certain parties $50,000. That payment was due on October 11 but
has not been made. The Company is attempting to negotiate a payment plan with
these parties.
On October 18, 2002, the Company issued a news release announcing the
above-referenced items. The information contained in the news release, which is
attached as Exhibit 99(a) to this report, is incorporated herein by reference.
Statements contained or incorporated by reference in this Current
Report on Form 8-K which relate to other than strictly historical facts, such as
statements about the Company's plans and strategies, expectations for future
financial performance, new and existing products and technologies, and markets
for the Company's products, are forward-looking statements. The words "believe,"
"expect," "anticipate," "estimate," "project," and similar expressions identify
forward-looking statements that speak only as of the date hereof. Investors are
cautioned that such statements involve risks and uncertainties that could cause
actual results to differ materially from historical or anticipated results due
to many factors including, but not limited to, the Company's lack of revenues,
accumulated deficit, future capital needs, uncertainty of capital funding,
uncertainty of the outcome of existing and potential future legal actions
against the Company, uncertainty of market acceptance, competition, and other
risks described in the Company's most recent Annual Report on Form 10-KSB and
other Securities and Exchange
Commission filings. The Company undertakes no obligation to publicly update or
revise any forward-looking statements
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.
SYNERGY TECHNOLOGIES CORPORATION
Date: October 23, 2002 By: /s/ Barry Coffey
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Barry Coffey
Chief Executive Officer and President
EXHIBIT INDEX
Exhibit No. Description
99(a) News release of Synergy Technologies Corporation dated
October 18, 2002