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EX-10.1 - EXHIBIT 10.1 LOCK-UP AGREEMENT - Omnitek Engineering Corpf8k021012_ex10z1.htm
EX-10.2 - EXHIBIT 10.2 LOCK-UP AGREEMENT - Omnitek Engineering Corpf8k021012_ex10z2.htm

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):  February 1, 2012


OMNITEK ENGINEERING CORP.

(Exact name of Registrant as specified in its charter)


California

(State or Other Jurisdiction of Incorporation)


000-53955

33-0984450

(Commission File Number)

(IRS Employer Identification No.)


1945 S. Rancho Santa Fe Road, San Marcos, California 92078

(Address of principal executive offices, Zip Code)


(760) 591-0089

 (Registrant’s telephone number, including area code)


N/A

(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):


      .    Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


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






Item 1.01 Entry into a Material Definitive Agreement.


On or about February 1, 2012, Omnitek Engineering Corp. (the “Registrant” or “Company”) entered into lock-up agreements (the “Lock-up Agreements”) with a two significant shareholder of the Company holding an aggregate of 3,733,965 Common Shares (representing approximately 21.79% of the issued and outstanding Common Shares).  Under the Lock-up Agreements, the shareholders have agreed that during the Lock-up Period, as defined below, that within any calendar month the shareholder will not, directly or indirectly, on his, her or its own behalf, or on behalf of entities, family members or trusts affiliated with or controlled by him, her or it, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of more than an aggregate of 50,000 shares.  The Lock-up Period shall mean a period of twenty-four (24) months commencing on February 1, 2012 and terminating on the earlier of (a) January 31, 2014 or (b) such time as the shares of the Company are listed and traded on a National Exchange (i.e. the NYSE, AMEX or NASDAQ) or the average daily trading volume of the Company’s common stock for a consecutive 30 day period is in excess of 100,000 shares per day.  Additionally, one of the Lock-up Agreements is subject to a further restriction on trading whereby the shareholder agrees not to not sell any shares during the first six months of the Lock-up Period.


Copies of the Lock-up Agreements are filed herewith as Exhibits 10.1 and 10.2 and are incorporated herein by reference. The foregoing descriptions of the Lock-up Agreements are qualified in its entirety by reference to the full text of the Lock-Up Agreements.


Item 9.01 Financial Statements and Exhibits


Exhibit

 

Number

Description

10.1

Lock-up Agreement dated February 1, 2012

10.2

Lock-up Agreement dated February 9, 2012



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.

 

Omnitek Engineering Corp.



Date:  February 9, 2012

/s/ Werner Funk    

By: Werner Funk

Its:  President



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