SECURITIESTable ANDof EXCHANGE COMMISSION Contents

~~Washington,~~UNITED ~~D.C.~~STATES ~~20549~~SECURITIES AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~PURSUANT TO SECTION 13 OR 15(d) OF THE~~ ~~SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~CURRENT ~~of Report (Date of earliest event reported)~~REPORT ~~June 29, 2005~~

~~TEJAS~~PURSUANT ~~INCORPORATED~~TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~(Exact~~Date ~~name~~ of ~~registrant~~Report as(Date ~~specified~~of inearliest ~~its~~event ~~charter~~reported): July 1, 2005

Delaware	000-29235	13-3577716
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

TEJAS INCORPORATED

~~2700 Via Fortuna, Suite 400 Austin, Texas 78746~~ (~~Address~~Exact Name of ~~principal~~Registrant ~~executive~~as ~~offices~~Specified ~~including~~in ~~Zip~~its ~~Code~~Charter)

(512) 306-8222


Delaware		13-3577716
(State or Other Jurisdiction of Incorporation)	000-29235 (Commission File Number)	(IRS Employer Identification Number)

	2700 Via Fortuna, Suite 400 Austin, Texas 78746
	(Address of Principal Executive Office)

	Registrant’s telephone number, including area code: (512) 306-8222

~~(Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing ~~including~~obligation ~~area~~of ~~code)~~the registrant under any of the following provisions:

No Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.A425) 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))

~~(Former~~TABLE ~~name~~OF ~~or former address, if changed since last report)~~CONTENTS

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:


	Item 1.01. Entry into a Material Definitive Agreement.
	Item 2.02. Completion of Acquisition or Disposition of Assets.
	Item 3.02. Unregistered Sales of Equity Securities.
	Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-10.1: AGREEMENT AND PLAN OF MERGER
EX-10.2: ESCROW AGREEMENT
EX-10.3: REGISTRATION RIGHTS AGREEMENT
EX-10.4: DESCRIPTION OF ORAL EMPLOYMENT ARRANGEMENT
EX-10.5: EMPLOYMENT AND CONFIDENTIALITY AGREEMENT
EX-10.6: NON-COMPETE AGREEMENT
EX-10.7: NON-COMPETE AGREEMENT
EX-10.8: NON-COMPETE AGREEMENT
EX-99.1: PRESS RELEASE

o WrittenTable communicationsof pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Contents

~~o Soliciting~~Item ~~material~~1.01. ~~pursuant~~Entry tointo ~~Rule 14a-12~~a ~~under~~Material ~~the~~Definitive ~~Exchange Act (17 CFR 240~~Agreement.~~14a-12)~~

~~o Pre-commencement~~ The ~~communications~~disclosure ~~pursuant~~under ~~to Rule~~Item ~~14d-~~2~~(b)~~.02 ~~under~~of ~~the~~this ~~Exchange~~current ~~Act~~report ~~(17~~is ~~CFR~~also ~~240~~responsive to this Item 1.~~14d-2(b))~~01 and is incorporated herein by reference.

~~o Pre-commencement~~Item ~~communications~~2.02. ~~pursuant~~Completion toof ~~Rule 13e-4(c)~~Acquisition ~~under~~or ~~the~~Disposition ~~Exchange~~of ~~Act (17 CFR 240~~Assets.~~13e-4(c))~~

~~Item~~ On 3July 1, 2005 (the “Closing Date”), Tejas Incorporated (the “Company”) completed its acquisition of Capital & Technology Advisors, Inc.03 ~~Material~~(“C&TA”). ~~Modification~~Pursuant to ~~Rights~~an Agreement and Plan of Merger ~~Security~~dated ~~Holders~~the Closing Date (the “Merger Agreement”) by and among the Company, Tejas Acquisition Corp. (the “Merger Sub”), C&TA, and each of Niskayuna Development LLC, Wayne Barr, Jr., Shawn O’Donnell, Patrick Doyle and John P. Bade (together, Niskayuna and such individuals, the “Shareholders”), the Merger Sub merged with and into C&TA (the “Merger”) and the surviving entity became a wholly-owned subsidiary of the Company.

AtThe ~~the~~consideration ~~annual~~paid ~~meeting~~by ofthe Company on the ~~stockholders~~Closing ofDate ~~Tejas~~to ~~Incorporated~~the Shareholders (the “~~Tejas~~Closing Consideration”), ~~held~~in ~~June 6,~~exchange ~~2005,~~ for the ~~stockholders,~~outstanding ~~among~~capital ~~other~~stock ~~things~~of C&TA, ~~(i) approved~~consisted anof ~~amendment~~cash toin the amount ~~Tejas~~of ~~Certificate~~$3.0 million, which was paid out of ~~Incorporation~~ tothe ~~increase~~Company’s cash reserves on the ~~total~~Closing ~~number~~Date, ofand 3,157,895 shares of ~~common~~the ~~stock~~Company’s ~~which~~Common ~~Tejas~~Stock ~~has~~ (the ~~authority to~~“Shares”). ~~issue~~Of ~~from~~the 10Closing Consideration,~~000~~ 309,~~000~~316 ~~shares~~Shares toof ~~30,000,000~~the ~~shares,~~Company’s ~~and~~Common ~~(ii) approved~~Stock anare ~~amendment~~being toheld ~~the certificate~~in ofescrow, ~~incorporation~~pursuant to ~~authorize~~an ~~100~~Escrow Agreement (the “Escrow Agreement”),~~000~~ ~~shares~~for a period of ~~preferred~~two ~~stock~~years ~~upon~~following ~~terms~~the toClosing beDate, to ~~established~~satisfy possible indemnification claims made by ~~Tejas’~~the ~~board~~Company ofunder ~~directors~~the Merger Agreement. OnA ~~June~~deposit of $2.0 ~~29,~~million ~~2005,~~had ~~Tejas~~previously ~~filed~~been apaid ~~Certificate~~to ofC&TA ~~Amendment to~~as ~~the~~paying ~~Certificate~~agent offor ~~Incorporation~~the toShareholders ~~effect~~in ~~these~~connection with ~~measures.~~the ~~The~~execution ~~Certificate~~of the letter of ~~Amendment~~intent ~~is filed~~relating ~~herewith~~to asthe ~~Exhibit 99~~Merger.1.

~~Item~~ The 9securities issued as Closing Consideration have not been registered under the Securities Act of 1933 (the “Securities Act”), as amended and were issued in reliance on the exemption from the registration requirements of the Securities Act by virtue of Section 4(2) thereof and Rule 506 of Regulation D promulgated thereunder.01 ~~Exhibits~~In connection with the Merger, the Company and the Shareholders entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Shareholders were granted the right to register their Shares for resale on a registration statement to be filed by the Company within 60 days following the Closing Date. Thereafter, the Company will use its commercially reasonable efforts to cause such registration statement to be declared effective as promptly as practicable and to keep it effective for the period specified in the Registration Rights Agreement. The Shareholders were also granted “piggyback” registration rights with respect to registrations initiated by the Company on its own behalf or for the benefit of selling stockholders. In addition, pursuant to the terms of the Registration Rights Agreement, 1,695,000 Shares issued to Niskayuna Development LLC on the Closing Date are restricted from being transferred, except for certain permitted transfers pursuant to the Registration Rights Agreement and except that 15%, 25% and the remaining 60% may be transferred after the first, second and third anniversaries of the Closing Date, respectively.

In connection with the Merger, on July 1, 2005, the Company’s Compensation Committee of the Board approved an employment arrangement with Jared E. Abbruzzese, Sr., as Vice Chairman of the Board (cthe “Employment Arrangement”) ~~Exhibits~~. Mr. Abbruzzese will not be

	Exhibit No.		Description of Exhibit
	99.1*		Certificate of Amendment to Certificate of Incorporation

*entitled ~~Filed~~to ~~herewith~~a guaranteed or minimum salary from the Company. Rather, for the remainder of the 2005 calendar year, Mr. Abbruzzese is to receive a percentage of business related fee income, consulting income or advisory revenues attributable to his efforts as determined by the Compensation Committee, less related expenses.

~~SIGNATURES~~ Also in connection with the Merger, on July 1, 2005, the Company entered into an Employment and Confidentiality Agreement with Wayne Barr, Jr., pursuant to which Mr. Barr is to serve as the President and Chief Executive Officer of C&TA (the “Employment Agreement”). Under the Employment Agreement, Mr. Barr will receive a salary of $15,000 per month, a guaranteed quarterly bonus of $17,500 per quarter, commencing on September 1, 2005, and will be eligible for a discretionary bonus based upon performance and Company profitability. His employment is at will.

~~Pursuant~~Also toin connection with the ~~requirements~~Merger, ofon July 1, 2005, the ~~Securities~~Company ~~Exchange~~entered ~~Act~~into ofNon-Compete Agreements ~~1934~~with each Messrs. Barr, asAbbruzzese, ~~amended~~and Gorman (together, the “Non-Compete Agreements”). ~~registrant~~Under ~~has~~the ~~duly~~Non-Compete ~~caused~~Agreement ~~this~~between ~~report~~the Company and Mr. Barr, Mr. Barr agrees that he will refrain from associating in any business capacity with any person or entity engaging in the business of any “Restricted Enterprise” (the “Restriction”) for a period of one (1) year after his employment with the Company is terminated under certain conditions specified in the agreement. Under the Non-Compete Agreements between the Company and Messrs. Abbruzzese and Gorman, each individually agrees to bethe ~~signed~~Restriction onfor ~~its~~a period ~~behalf~~of bytwo (2) years after their respective employments with the Company ~~undersigned~~are ~~hereunto~~terminated ~~duly~~under certain conditions specified in the ~~authorized~~respective agreements.

	TEJAS INCORPORATED (Registrant)
Dated: June 30, 2005	By:	/s/ Kurt J. Rechner
		Name:	Kurt J. Rechner
		Title:	President, Chief Operating Officer and Secretary

The above descriptions of the terms of the Merger Agreement, Escrow Agreement, Registration Rights Agreement, Employment Arrangement, Employment Agreement, and Non-Compete Agreements are qualified by reference to the provisions of such agreements, which are filed as exhibits to this Form 8-K Current Report and incorporated herein by reference.

~~EXHIBIT~~Item ~~INDEX~~ 3.02. Unregistered Sales of Equity Securities.

	Exhibit No.		Description of Exhibit
	99.1*		Certificate of Amendment to Certificate of Incorporation

The disclosure under Item 2.02 of this current report is also responsive to this Item 3.02 and is incorporated herein by reference.

*Item ~~Filed~~5.02. ~~herewith~~Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Pursuant to the terms of the Merger, the Board of Directors of the Company (the “Board”) increased the size of the Board to seven members and elected Mr. Abbruzzese as Vice Chairman of the Board. Mr. Abbruzzese’s term as Vice Chairman of the Board continues until his successor is elected and qualified.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The Company hereby undertakes to file the financial statements required by this Item 9.01(a) not later than 71 days after the date this Form 8-K was due for filing.

(b) Pro forma financial information.

The Company hereby undertakes to file the pro forma financial information required by this Item 9.01 (b) not later than 71 days after the date this Form 8-K was due for filing.


Exhibit Number		Description

10.1		Agreement and Plan of Merger dated as of July 1, 2005 by and among Tejas Incorporated, Tejas Acquisition Corp., Capital and Technology Advisors, Inc. and the persons listed on the signature pages thereof (the exhibits and schedules have been omitted pursuant to Item 6.01(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request).
10.2		Escrow Agreement, dated as of July 1, 2005, by and among Tejas Incorporated, Capital and Technology Advisors, Inc. and the persons listed on the signature pages thereof.
10.3		Registration Rights Agreement, dated as of July 1, 2005, by and among Tejas Incorporated and the persons listed on the signature pages thereof.
10.4		Description of Oral Employment Arrangement with Jared E. Abbruzzese as of July 1, 2005.
10.5		Employment and Confidentiality Agreement, dated as of July 1, 2005, by and between Tejas Incorporated and Wayne Barr, Jr.
10.6		Non-Compete Agreement, dated as of July 1, 2005, by and between Tejas Incorporated and Wayne Barr, Jr.
10.7		Non-Compete Agreement, dated as of July 1, 2005, by and between Tejas Incorporated and Jared E. Abbruzzese, Sr.
10.8		Non-Compete Agreement, dated as of July 1, 2005, by and between Tejas Incorporated and John J. Gorman.
99.1		Press Release of Tejas Incorporated dated July 5, 2005.

SIGNATURE

Under the requirements of the Securities Exchange Act of 1934, the Company has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	TEJAS INCORPORATED
	By:	/s/ Kurt J. Rechner
		President
Dated: July 8, 2005

EXHIBIT INDEX


Exhibit Number		Description

10.1		Agreement and Plan of Merger dated as of July 1, 2005 by and among Tejas Incorporated, Tejas Acquisition Corp., Capital and Technology Advisors, Inc. and the persons listed on the signature pages thereof (the exhibits and schedules have been omitted pursuant to Item 6.01(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request).

10.2		Escrow Agreement, dated as of July 1, 2005, by and among Tejas Incorporated, Capital and Technology Advisors, Inc. and the persons listed on the signature pages thereof.

10.3		Registration Rights Agreement, dated as of July 1, 2005, by and among Tejas Incorporated and the persons listed on the signature pages thereof.

10.4		Description of Oral Employment Arrangement with Jared E. Abbruzzese as of July 1, 2005.

10.5		Employment and Confidentiality Agreement, dated as of July 1, 2005, by and between Tejas Incorporated and Wayne Barr, Jr.

10.6		Non-Compete Agreement, dated as of July 1, 2005, by and between Tejas Incorporated and Wayne Barr, Jr.

10.7		Non-Compete Agreement, dated as of July 1, 2005, by and between Tejas Incorporated and Jared E. Abbruzzese, Sr.

10.8		Non-Compete Agreement, dated as of July 1, 2005, by and between Tejas Incorporated and John Gorman.

99.1		Press Release of Tejas Incorporated dated July 5, 2005.

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