New York Global Innovations Inc. – ‘8-K’ for 7/8/03

On:  Tuesday, 7/22/03, at 2:45pm ET   ·   For:  7/8/03   ·   Accession #:  1125282-3-4329   ·   File #:  0-24431

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     14K 
 2: EX-2.1      Agreement and Plan of Merger                           5     22K 
 3: EX-3.1      Certificate of Incorporation of the Company            6     26K 
 4: EX-3.2      Bylaws of the Company                                 14     55K 

8-K   —   Current Report
Document Table of Contents

8-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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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 8, 2003

 INKSURE TECHNOLOGIES INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

DELAWARE                    0-24431               84-1417774
--------------------------------------------------------------------------------
(State or Other Jurisdiction of       (Commission File      (I.R.S. Employer    
       Incorporation)                 Number)              Identification No.)

32 Broadway, Suite 1314, New York, NY                     10004   
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                  (Zip Code)  

Registrant's telephone number, including area code: (212) 269-0370

--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report.)

8-K
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ITEM 5. Other Items                                                             

On July 8, 2003, the InkSure Technologies Inc., a Nevada corporation            
("InkSure-Nevada") effected the reincorporation of InkSure-Nevada from Nevada to
Delaware.                                                                       

The reincorporation into Delaware was effected through a merger (the "Merger")  
of InkSure-Nevada and InkSure Technologies (Delaware) Inc., a Delaware          
corporation formed as a wholly owned subsidiary of InkSure-Nevada for the       
purpose of effecting the reincorporation. InkSure Technologies (Delaware) Inc.  
was the surviving corporation in the Merger and in connection with a Certificate
of Merger filed with the Secretary of State of the State of Delaware on July 7, 
2003, changed its name to "InkSure Technologies Inc." (following such name      
change, herein referred to as the "Company"). The Merger was effected pursuant  
to the Agreement and Plan of Merger, dated as of July 3, 2003, by and between   
InkSure-Nevada and the Company (the "Merger Agreement"), which Merger Agreement 
was recommended for approval by the board of directors of InkSure-Nevada and    
duly approved by the stockholders of InkSure-Nevada at their 2003 annual        
meeting.                                                                        

In connection with the Merger and pursuant to the Merger Agreement: (i) each    
share of InkSure-Nevada common stock, par value $0.01 per share, outstanding    
immediately prior to the effective time of the Merger was automatically         
converted into one share of the Company's stock, par value $0.01 per share, with
the result that the Company is now the publicly held corporation and            
InkSure-Nevada has been merged out of existence by operation of law; (ii) the   
stockholders of InkSure-Nevada immediately prior to the Merger became the       
stockholders of the Company immediately after the Merger; (iii) each option and 
warrant to acquire shares of InkSure-Nevada common stock outstanding immediately
prior to the Merger was converted into and became an equivalent option or       
warrant to acquire, upon the same terms and conditions, the equal number of     
shares of the Company's common stock (whether or not such option or warrant was 
then exercisable) and the exercise price per share under each respective option 
or warrant remained equal to the exercise price per share immediately prior to  
the Merger; (iv) the Certificate of Incorporation and Bylaws of the Company     
immediately prior to the Merger remained the Certificate of Incorporation of the
Company following the Merger; and (v) the directors and officers of             
InkSure-Nevada in office immediately prior to the Merger became the directors   
and officers the Company following the Merger.                                  

The Company's common stock will continue to trade on the Over-the-Counter       
Bulletin Board under the ticker symbol "INKS."                                  

ITEM 7. Financial Statements, Pro forma Financial Information and Exhibits      

(c) Exhibits.                                                                   

Set forth below is a list of exhibits included as part of this Current Report.  

EXHIBIT                                                                         
NUMBER        DESCRIPTION OF EXHIBIT                                            
------        ----------------------                                            

Exhibit 2.1   Agreement and Plan of Merger, dated July 3, 2003, between         
              InkSure Technologies Inc. and InkSure Technologies (Delaware) Inc.

Exhibit 3.1   Certificate of Incorporation of the Company                       

Exhibit 3.2   Bylaws of the Company                                             

8-K
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 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.                                           

 INKSURE TECHNOLOGIES INC.

Date: July 22, 2003                By: /s/ Eyal Bigon                           
            --------------
        Name:   Eyal Bigon
                      Title:  Chief Financial Officer,
                             Secretary and Treasurer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		7/22/03		3
For Period End:		7/8/03		1		2
		7/7/03		2
		7/3/03		2					DEF 14A,  PRE 14A
									List all Filings

8 Subsequent Filings that Reference this Filing

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 5/23/23  Manuka, Inc.                      POS AM      5/22/23   53:4.5M                                   Z-K Global Ltd./FA
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 4/06/23  Manuka, Inc.                      10-K/A     12/31/22   56:4.5M                                   Z-K Global Ltd./FA
 3/31/23  Manuka, Inc.                      10-K       12/31/22   57:4.5M                                   Z-K Global Ltd./FA
 1/04/23  Manuka, Inc.                      S-1/A                 54:6M                                     Z-K Global Ltd./FA
12/20/22  Manuka, Inc.                      S-1/A                 56:6.1M                                   Z-K Global Ltd./FA
11/21/22  Manuka, Inc.                      S-1/A                 58:6.1M                                   Z-K Global Ltd./FA