UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 6, 2007 (June 29, 2007)
WI-TRON, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21931 22-3440510
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(State or Other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
59 LaGrange Street
Raritan, New Jersey 08869
(Address of Principal Executive Office)
(908) 253-6870
Registrant's telephone number, including area code
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On June 29, 2007, the Registrant entered into an Agreement and Plan of
Merger (the "Agreement") with Tek Ltd., a New Jersey corporation ("Tek") and
John Chase Lee, the sole shareholder of Tek and president and CEO of the
Registrant ("Lee").
Pursuant to the Agreement, (a) Registrant will form a wholly-owned
subsidiary to merge with and into Tek, whereby Tek is the surviving corporation,
and (b) Registrant will issue 40,000,000 shares of its common stock to the
shareholders of Tek in exchange for all of Tek's outstanding stock. Upon
completion of the merger, the Registrant will have 90,528,293 shares of common
stock outstanding, with Lee beneficially owning 54,380,632 shares or
approximately 60%. The merger is scheduled to close on or about July 15, 2007,
and is conditioned upon satisfactory completion of due diligence and other
corporate actions.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
10.1 Agreement and Plan of Merger dated June 29, 2007
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 thereto duly authorized.
WI-TRON, INC.
Date: July 6, 2007 By: /s/ John Chase Lee
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John Chase Lee, President
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