IGNT Ingen Technologies Inc (CE)

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): October 21, 2014

 

INGEN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

Georgia	000-28704	84-1122431
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)

 

 

3410 La Sierra Ave., Suite F 507 Riverside, CA 92503

(Address of principal executive offices) (Zip Code)

 

(951) 688-7840

(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):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01 Other Events

 

The following events conclude the Company’s matter regarding the DTC Global Lock and Chill.

 

On October 20, 2009 the Company was notified by DTC’s Deputy General Counsel, Isaac Montal, that there was a Chill placed on Ingen’s securities.

 

On October 20, 2009 the Company’s General Counsel, Richard Weed, contacted DTC’s Deputy General Counsel to confirm the reasons for DTC’s decision to place a Chill, and requested the information required to remove the Chill.

 

On October 23, 2009 Attorney Richard Weed, along with the assistance of Ingen’s transfer agent, Worldwide Stock Transfer, provided all information to Mr. Montal as requested by DTC’s Deputy General Counsel, Isaac Montal.

 

Between October 23, 2009 and February 20, 2014, the Company did not receive any communication from DTC, despite multiple requests from Ingen to remove the Chill.

 

On February 20, 2014 the Company hired Attorney John Root to make contact with DTC regarding the status of removing the Chill. Between February 20, 2014 and June 19, 2014 Mr. Root was engaged with providing various information with DTC required to remove the Chill.

 

On June 9, 2014 Attorney John Root was directly notified by DTC of a Global Lock related to a Chill from 2009. DTC neglected to notify Ingen of the Global Lock, and attorney John Root was unaware of any notification sent by Federal Express due to a personal illness.

 

On June 10, 2014 Ingen sent a formal request to DTC requesting an update, unknowingly that DTC had sent notification to John Root on June 9, 2014. DTC responded to Ingen, informing and providing Ingen’s Chairman, Gary Tilden, with a copy of the letter that was sent to John Root on June 9, 2014. Based on the communication, DTC agreed to allow Ingen additional time to respond to removing the Global Lock and Chill.

 

On June 19, 2014 the Company replaced Attorney John Root with Attorney William Haseltine in order to resolve all matters related to the Company and the Depository Trust Company concerning removal of the Global Lock and Chill.

 

On July 8, 2014 Attorney William Haseltine submitted all of the required documents and responses to the Depository trust Company in order to remove the Global Lock and terminate the restrictions placed on the Company’s securities.

 

On July 29, 2014 the company received a request from DTC for additional modifications to the DTC Response Letter.

 

On August 26, 2014 Attorney William Haseltine provided the final opinion and response to DTC in order to lift the Global Lock.

 

On October 15, 2014, the Company sent a letter to the Depository Trust & Clearing Company requesting that the DTC recognize their responsibility to lift any/all restrictions placed upon Ingen’s Common Stock for the good of Ingen’s 671 shareholders.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit 99.1 - Letter from Ingen Technologies, Inc. to The Depository Trust & Clearing Co., dated October 15, 2014

Exhibit 99.2 - Letter from Haseltine Law Office to Proskauer and The Depository Trust Company dated August 26, 2014.

 

 

 

 

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.

 

 

DATED: October 21, 2014	INGEN TECHNOLOGIES, INC.
	By: /s/ David S. Hanson
	David S. Hanson
	Chief Executive Officer

 

 

Exhibit 99.1

 

 

 

October 15, 2014

 

VIA FEDERAL EXPRESS AND ELECTRONIC MAIL

 

Mr. Donald Maj, Manager

Mr. Adeyemi Bolaji, Manager

The Depository Trust & Clearing Co.

55 Water Street

New York, NY 10041-0099

 

Re: Ingen Technologies Inc., Common Stock, CUSIP: 45684G508

 

Dear Mr. Maj and Mr. Bolaji:

 

On August 26, 2014, Ingen Technologies Inc., (“Ingen”) provided The Depository Trust Company (“DTC”) an opinion (the “Opinion”) pursuant to the request from DTC regarding securities issued by the company, CUSIP: 45684G508, the (“subject CUSIP”) which have been deposited for book-entry delivery, settlement and depository services (the “Services”) at DTC, registered in the nominee name of DTC, CEDE & Co. (the “Subject Securities”), which include, without limitation the deposits identified within the Opinion. Please refer to the attached “Opinion” by William B Haseltine, attorney.

 

Therefore, as described in detail in the said Opinion, there have been various communications between DTC, our counsel, your counsel and Ingen in respect of Ingen’s challenge to the Deposit Chill and Global Lock, set forth within the Opinion and DTC’s requests.

 

This letter references the fair procedures that DTC has offered Ingen in connection with its challenge to the Deposit Chill and Global Lock as it relates to the Opinion provided by our legal counsel, as well as the requests presented by DTC.

 

Ingen has provided, in full, all responses and information requested by DTC. Further, Ingen has no other information to provide, and all issuances have been explained within the Opinion. There is nothing remaining pursuant to providing any additional information.

 

 

 

Therefore, Ingen requests that DTC recognize their responsibility to lift any/all restrictions placed upon Ingen’s Common Stock.

 

 

 

Regards,

 

/s/ Gary B. Tilden	October 15, 2014
Gary B Tilden – Chairman, COO	Date
Ingen Technologies, Inc.

 

Attachment: “Opinion” of William B Haseltine, Attorney

Cc: William B. Haseltine, Attorney

Exhibit 99.2

 

 

Haseltine Law Office
	1629 K Street, NW Suite 300
	Washington, DC 20006
	703 627 2652; fax 703 372 5173
	Email: william@wbhlaw.net
	611 E Glenoaks Blvd
	Glendale, CA 91207
	818 291 0661; fax 703 372 5173
	URL: www.wbhlaw.net

 

August 26, 2014

 

John Yarbrough

Proskauer

1001 Pennsylvania Avenue, NW Suite 400

Washington, DC 20004

 

The Depository Trust Company

55 Water Street

New York, NY 10041

Attn: Underwriting Department

 

Re: Ingen Technologies, Inc. / CUSIP 45684G508

 

Ladies and Gentlemen:

 

We are counsel for Ingen Technologies, Inc. (the “Company”) and are providing this opinion letter to The Depository Trust Company (“DTC”) at the request of the Company. Securities issued by the Company, CUSIP 45684G508 (the “Subject CUSIP”) have been deposited for book-entry delivery, settlement and depository services (the “Services”) at DTC, registered in the nominee name of DTC, Cede & Co. (the “Subject Securities”), which include, without limitation the deposits identified in Exhibit 2 and Exhibit 3 to the notice letter sent by DTC to the Company dated September 24, 2013 (the “Notice Securities”) and attached again hereto. We are providing this opinion at the request of the Company to confirm that each of the Subject Securities, including the Notice Securities, were, at the date of deposit at DTC, eligible under the Rules and Procedures of DTC to be deposited for the Services.

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, as necessary in order to form our opinion: 

DTCC

August 26, 2014

Page 2

 

•

the orders and instructions of the Company for the issuance and delivery of the Subject Securities;

•

copies of duly executed securities purchase agreements and debt instruments involved in each sale of the Subject Securities;

•

prior legal opinions submitted to the Company or its transfer agent in connection with issuances of the Subject Securities, and/or the resale of the Subject Securities, by the initial purchasers thereof;

•

accredited investor certifications for each accredited investor who invested in any private placement of the Subject Securities;

•

relevant books and records of the Company’s transfer agent;

•

a copy of a Certificate of Existence from the State of Georgia dated as of April 14, 2014; and

•

any additional documentation or materials used to form a basis for the opinions herein or deemed relevant to DTC’s determination regarding the Subject Securities.

 

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others and such other statements, documents, certificates and corporate or other records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

 

Based on the foregoing, and our independent legal analysis, we are of the opinion that the Notice Securities when issued by the Company, and all other shares of the Subject CUSIP when issued by the Company beginning from the date that is five years prior to the date of this letter, either:

 

(1)

were not “restricted securities” under Rule 144(a)(3) following their issuance, or

 

(2)

those securities that were “restricted securities” under Rule 144(a)(3) following their issuance are listed on Appendix 1 hereto, and with respect to such securities: (a) all certificates or electronic records evidencing such restricted securities bore appropriate restrictive legends or the electronic equivalents effecting such restrictions under the Securities Act of 1933, as amended; (b) such restrictive legends or electronic equivalents were not removed therefrom except by reasonable and customary procedures designed to verify the proper legal basis for such removal, including, where appropriate, verification by valid legal opinions from independent counsel to the Company in support of such removal.

 

No Notice Securities issued by the Company nor any other shares of the Subject CUSIP issued by the Company beginning from the date that is five years prior to the date of this letter, were issued in reliance on Rule 504(b)(i),(ii) or (iii) under the Securities Act.

 

 

DTCC

August 26, 2014

Page 3

 

I certify that I am an independent attorney in good standing in each jurisdiction in DTCC in which I am admitted to practice (California and the District of Columbia) and with the Securities and Exchange Commission. In addition, I hereby certify that I (i) am not an employee or officer of the Company; (ii) do not own shares, options or warrants to buy shares of the Company; (iii) am not a holder of any debt securities issued by the Company; and (iv) have not entered into any loan or financing transactions with the Company.

 

This opinion is rendered to you and is solely for your benefit to be used only in connection with the matters stated herein, except that you may deliver copies of this opinion to your professional advisors, to any governmental agency or regulatory authority or if otherwise required by law.

 

 

	Very truly yours,
	/s/ William B. Haseltine
	William B. Haseltine

 

 

---

 

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.

 

DATED: October 17, 2014	INGEN TECHNOLOGIES, INC.
	By: /s/ Gary B. Tilden
	Gary B. Tilden,
	Chairman of the Board Chief Operations Officer