Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Effective January 31, 2007, Water Chef, Inc. (the "Company"), entered into an agreement and release with David A. Conway (the "Agreement and Release"), in connection with Mr. Conway's resignation as the Company's Chief Executive Officer, Chairman of the Board of Directors and as a member of the Board of Directors effective January 29, 2007 (the "Resignation Date"). Pursuant to the Agreement and Release, Mr. Conway waived his right to 20,000,000 shares of the Company's common stock that he owned as of the Resignation Date, as well as his interest to any accrued payroll, notes payable or stock appreciation rights previously granted to him and/or compensation in the form of severance payments that he may have been entitled to pursuant to his employment agreement, dated as of January 1, 2004. In addition, pursuant to the Agreement and Release, Mr. Conway and the Company each agreed to release the other of any claims, demands, causes of action, fees and liabilities by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter occurring through January 31, 2007. The foregoing summary of certain terms of the Agreement and Release is qualified in its entirety by the complete text of the Agreement and Release. The Agreement and Release is filed as Exhibit 10.1 to this Current Report on Form 8-K. ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. Effective January 29, 2007, David A. Conway resigned from his positions as Chief Executive Officer, Chairman of the Board of Directors and as a member of the Board of Directors. On February 1, 2007, the Company appointed Leslie J. Kessler to the position of Chief Executive Officer and as a member of the Board of Directors of the Company. Ms. Kessler was appointed to the position of President of the Company on January 16, 2007. For the past five years, Ms. Kessler has been President of LJK Associates. In her employment at LJK Associates, Ms. Kessler provided consulting services to various companies and assisted in real estate matters. In April 2006, Ms. Kessler entered into a consulting agreement with the Company pursuant to which she provided assistance in the areas of marketing, strategic planning, public relations and investor relations. Under the consulting agreement, Ms. Kessler received $6,000 per month as well as a warrant to purchase 4,000,000 shares of the Company's common stock. ITEM 8.01 OTHER EVENTS. On February 5, 2007, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, with respect to Mr. Conway's resignation as Chief Executive Officer, Chairman of the Board of Directors and as a member of the Board of Directors and the appointment of Leslie J. Kessler as Chief Executive Officer and as a member of the Board of Directors of the Company. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K. Exhibit No. Description ---------- ----------- 10.1 Agreement and Release, dated January 31, 2007, by and between the Company and David A. Conway (filed without exhibits or schedules, all of which are available upon request, without cost). 99.1 Press Release dated February 5, 2007. 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. WATER CHEF, INC. ---------------- (Registrant) Date: February 5, 2007 By: /s/ Leslie Kessler ------------------------------------- Leslie Kessler Chief Executive Officer and President EXHIBIT INDEX Exhibit No. Description ---------- ----------- 10.1 Agreement and Release, dated January 31, 2007, by and between the Company and David A. Conway (filed without exhibits or schedules, all of which are available upon request, without cost). 99.1 Press Release dated February 5, 2007.