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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
September 9, 2005
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Date of Report (Date of earliest event reported)
ENCORE CLEAN ENERGY, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-26047 65-0609891
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Suite 610, 375 Water Street
Vancouver, BC Canada V6B 5C6
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(Address of principal executive offices) (Zip Code)
(604) 215-2500 Registrant's
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telephone number, including area code
Not Applicable
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(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:
|_| 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))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 9, 2005 the Company entered into a Development and License
Agreement effective as of September 6, 2005 (the "Agreement") with ISE
Corporation ("ISE"), under which ISE will use its best-efforts to build
prototype units of the Magnetic Piston (also known as "Pellet") Generator
("MPG") technology for use as the prime mover/electric generator in
hybrid-electric Heavy Duty Motor Vehicles (weighing over 8,500 pounds, including
but not limited to mass-transit buses, school buses, garbage trucks and delivery
trucks).
ISE Corporation, based in Poway, California, is a leading supplier of hybrid
drive systems and components for heavy-duty vehicles such as buses, trucks,
trams, airport equipment, and military vehicles. ISE is a leader in electric,
hybrid-electric, and fuel cell technologies, and the preferred U.S. distributor
for Siemens ELFA electric and hybrid-electric drive components.
Under the Agreement, in consideration of Encore funding and ISE developing the
MPG for heavy duty hybrid vehicle applications, ISE is assigning to Encore all
of the patent rights to all of the design improvements that ISE develops for the
MPG. In turn, Encore is granting to ISE an exclusive territorial license to
make, use and sell the MPG in the US & Canada in the field of use of Heavy Duty
Motor Vehicles.
The initial phase of ISE's development effort is estimated to cost over
$260,000. Encore will pay for this effort in two installments of $100,000 each
payable within the next 60 and 120 days respectively and the final installment
for the first phase effort within the next 180 days. If the parties agree that
the first phase has been successful, then ISE will proceed with the second,
fully functional MPG demonstration product phase of the development. Encore will
also fund this second phase, currently estimated to require an investment of
over $600,000. If Encore fails to provide this development funding, ISE may stop
the development process but will retain its license to the technology.
Under this exclusive territorial License: (a) ISE pays Encore a royalty for MPG
units built or sold by ISE; (b) if ISE manufacturers MPG units, then Encore has
right to buy MPG units from ISE at cost plus pricing; and (c) if Encore
manufactures MPG units, then ISE has right to buy MPG units from Encore at the
same cost plus pricing.
Except for the field of use of heavy duty vehicles in the US & Canada which is
being licensed exclusively to ISE, Encore shall maintain ownership of the MPG
technology, including the exclusive right to sub-license the MPG patents to
make, use and sell MPG units in all other territories around the world and in
all other fields of use, including but not limited to heavy duty vehicles,
passenger and light truck motor vehicles, motorcycles and solar thermal,
geothermal, compressed air, combustion heat and industrial waste heat recovered
electric power generation applications.
This foregoing is a summary of the Agreement. The full text of the agreement is
attached hereto as Exhibit 10.1.
This Agreement was approved by the unanimous vote of the Board of Directors who
deemed it to be in the best interests of Encore to enter into this Agreement
with ISE.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit
Number Description of Exhibit
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10.1 Development and Licensing Agreement - September 6, 2005
SIGNATURE
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.
ENCORE CLEAN ENERGY, INC.
Date: September 14, 2005
By: /s/ Daniel Hunter
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Daniel Hunter
Chief Executive Officer and Chief
Financial Officer
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