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): January 25, 2006
INTERNATIONAL POWER GROUP, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE
(State of incorporation or organization)
0-51449
(Commission file number)
20-1686022
(I.R.S. Employer Identification No.)
6 Glory Lane, Sussex, New Jersey 07461
(Address of principal executive offices)
(973) 875-6423
(Registrant's Telephone Number, Including Area Code)
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))
5
Item 1.01 Entry into a Material Definitive Agreement.
On January 25, 2006, International Power Group, Ltd. (the "Registrant")
entered into a continuing services agreement for consulting services with Stone
& Webster Management Consultants, Inc. ("SWMC"). Pursuant to this agreement,
SWMC, a member of the Shaw Group, Inc. (NYSE:SGR), has been retained to provide
consulting services in connection with the Registrant's proposed acquisition of
sites for and development of power plants throughout the world. The consulting
services may include: ongoing reviews in support of the Registrant's selection
of sites for construction of power plants that will be utilizing the
Registrant's proprietary technology, the providing of reports regarding the
concerns and potential benefits associated with the proposed sites, and
providing opinions regarding the reasonableness of the anticipated operating
costs, marginal cost of production, capital expenditures, and availability
assumptions over the period of the long term financing associated with each of
the proposed sites. The agreement calls for the Registrant to pay only for
consulting services actually provided on a per man-hour basis. No other material
relationship exists between the Registrant and SWMC and/or The Shaw Group, Inc.
At this time, SWMC and the Shaw Group, Inc. consider the actual agreement,
under its terms, to be confidential. In order to be timely with the reporting
requirements under the Securities Exchange Act of 1934, as amended, the
Registrant has filed this Form 8-K Current Report without a copy of the executed
agreement attached as an exhibit hereto. The Registrant will seek permission
from SWMC and/or the Shaw Group, Inc. to waive confidentiality. In the event
confidentiality is waived, the Registrant will file a copy of the executed
agreement in an amendment to this Form 8-K Current Report. In the event that
this permission is not granted, the Registrant may be required to request
confidential treatment from the Securities and Exchange Commission regarding
aforementioned agreement. However, the parties are of the opinion that, under
the rules governing the Form 8-K Current Report, continuing services agreements,
such as the agreement referred to herein, are not required to be included as
exhibits in the Form 8-K.
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.
INTERNATIONAL POWER GROUP, LTD.
Date: January 30, 2006 By: /s/ Peter Toscano
---------------------------
Peter Toscano
President