SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
February 7, 2005
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UNIVEC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 11-3163455
(State or other jurisdiction IRS Employer
of incorporation) Identification Number)
4810 Seton Drive, Baltimore, MD 21215
(Address of principal executive offices)
(410) 347-9959
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report).
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Item 3.02 Unregistered Sales of Equity Securities
On November 12, 2004, Univec, Inc. (the "Company") entered into a
non-exclusive consulting service agreement (the "Agreement") with Emerald Asset
Advisors, L.L.C. ("Emerald") a Delaware limited liability company. Emerald will
render consulting advice to the Company with respect to identifying and
consummating a transaction (the "Transaction") with a view toward enhancing
shareholder value. The Transaction may take the form of a merger, share
exchange, or other transaction approved by the Company's Board of Directors.
Emerald shall also, at the Company's request, introduce the Company to potential
investors for capital raising purposes. Emerald shall act as a consultant for
all the matters relating to the Transaction on behalf of the Company, and
furnish advice to the Company in connection with any such Transaction and
general business development matters.
In consideration for the services rendered by Emerald to the Company
pursuant to the Agreement, the Company will compensate Emerald in the amount of
six (6) million shares of the Company's fully diluted outstanding common stock.
The shares will be registered within a reasonable time and Emerald shall be
entitled to customary piggy-back and demand registration rights. Furthermore,
upon the Company's pre-approval, the Company will bear the expenses in
connection with the Transaction.
In the event that Emerald is instrumental in introducing the Company
to: (i) an investment bank that successfully raises capital on behalf of the
Company through a debt or equity financing, than the Company shall pay to
Emerald a finder's fee based on the "Lehman Formula" of the gross proceeds
raised by such investment bank through such debt or equity financing; (ii)
qualified individuals, including those that have previously been introduced by
Emerald, than the Company shall pay to Emerald a fee equal to 10% of the gross
purchase price of such securities; or (iii) a venture capital fund or other
institutional investors, than the Company shall pay Emerald a finder's fee based
on the "Lehman Formula."
The foregoing is a summary of the non-exclusive consulting service
agreement between Emerald and the Company and does constitute a complete
recitation of the agreement.
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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 thereunto duly authorized.
Univec, Inc.
February 7, 2005 By:/s/ David Dalton
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David Dalton
Chief Executive Officer