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): January 31, 2006
KFX INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 0-23634 | 84-1079971 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
||
| 55 Madison Street, Suite 500 Denver, Colorado |
80206 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(303) 293-2992
(Registrant's telephone number, including area code)
not applicable
(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):
Section 1. Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
See Item 8.01 of this Report.
Business Development and Intellectual Property Agreement
On January 2, 2003, we entered into a Business Development and Intellectual Property Rights Agreement (the "Business Development Agreement") with Lurgi South Africa Limited ("Lurgi"), whereby Lurgi agreed to adapt its coal handling and coal gasification technology for the joint development of K-Fuel plants utilizing our patented K-Fuel technology. A copy of the Business Development Agreement is attached to this Form 8-K as Exhibit 99.1.
On January 8, 2004, the Business Development Agreement was modified by an Addendum that clarified that the dual licensing arrangement be exclusive in that KFx will only grant licenses for the K-Fuel process to commercial plants utilizing the Lurgi technology, and Lurgi will grant licenses for the use of its technology only to commercial plants utilizing the K-Fuel technology. A copy of the Addendum to the Business Development Agreement is attached to this Form 8-K as Exhibit 99.2.
Further, on May 21, 2004, the parties entered into a First Amendment to the Business Development Agreement, which terminated a Process and Performance Guarantee Fee payable to Lurgi by KFx, as well as provided for an extension of the term of the Business Development Agreement. A copy of the First Amendment to the Business Development Agreement is attached to this Form 8-K as Exhibit 99.3.
Professional Services Agreement
On July 26, 2003, we entered into a Professional Services Agreement with Lurgi, which contemplates Lurgi providing professional services to KFx on a contractor basis. A copy of the Professional Services Agreement is attached to this Form 8-K as Exhibit 99.4.
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit Number |
Exhibit Title or Description |
|
|---|---|---|
| 99.1 | Business Development and Intellectual Property Rights Agreement, dated January 2, 2003 | |
99.2 |
Addendum to Business Development and Intellectual Property Rights Agreement, dated January 8, 2004 |
|
99.3 |
First Amendment to the Business Development and Intellectual Property Rights Agreement, dated May 21, 2004 |
|
99.4 |
Professional Services Agreement, dated July 26, 2003 |
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.
KFx Inc. |
||||
Date: January 31, 2006 |
By: |
/s/ KEVIN R. COLLINS Kevin R. Collins Executive Vice President of Finance & Strategy and Chief Financial Officer |
||
| Exhibit Number |
Exhibit Title or Description |
|
|---|---|---|
| 99.1 | Business Development and Intellectual Property Rights Agreement, dated January 2, 2003 | |
99.2 |
Addendum to Business Development and Intellectual Property Rights Agreement, dated January 8, 2004 |
|
99.3 |
First Amendment to the Business Development and Intellectual Property Rights Agreement, dated May 21, 2004 |
|
99.4 |
Professional Services Agreement, dated July 26, 2003 |