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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NAME OF ISSUER: AMARILLO BIOSCIENCES, INC.
TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share
CUSIP NUMBER: 02301P106
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS: EDWARD L. MORRIS, SPROUSE, SMITH & ROWLEY, P.C., P. O.
Box 15008, Amarillo, Texas 79105; 806/468-3311.
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: September 30, 1999
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 02301P106
1. NAME OF REPORTING PERSON: Hayashibara Biochemical Laboratories, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS: OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Japan
7. SOLE VOTING POWER: 2,178,950 shares
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 2,178,950 shares
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,178,950
shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 34.3%
14. TYPE OF REPORTING PERSON: CO
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Item 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER:
On September 30,1999, Amarillo Biosciences, Inc. (the "Issuer") entered
into an Agreement with Hayashibara Biochemical Laboratories, Inc., a
Japanese corporation ("HBL"). Under this Agreement, HBL will convert
existing debt to equity, and will purchase additional equity in stages.
On October 15, 1999, HBL will release $1,005,486.30 in debt owed by the
Issuer in exchange for shares of common stock to be issued by the
Issuer. On November 30, 1999, HBL will advance to the Issuer $1,000,000,
and the Issuer will issue common stock to HBL. On February 29, 2000, HBL
will advance $1,000,000 to the Issuer, and the Issuer will issue common
stock to HBL.
The precise number of shares to be issued on each of the above dates is
not known at this time, as it is to be determined based on the market
price preceding the date of issuance. The precise formula is set out in
the Agreement, which is attached as an exhibit.
HBL currently owns 2,178,950 shares out of 6,360,326 outstanding, for an
ownership share of 34.3%. As of the date immediately preceding the date
of this report, the closing price of the Company's common stock was $.75
per share. If this price were to remain constant, HBL would eventually
acquire approximately 59.6% of the common stock of the Issuer.
Item 7 MATERIAL TO BE FILED AS EXHIBITS:
Agreement to Convert Debt, dated September 30, 1999, between the Issuer
and HBL.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 30, 1999.
HAYASHIBARA BIOCHEMICAL LABORATORIES, INC.
By: /s/ KEN HAYASHIBARA
---------------------------------------------
KEN HAYASHIBARA, President
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
Ex. 1 Agreement to convert Debt dated September 30, 1999
between the Issuer and Hayashibara Biochemical
Laboratories, Inc.
</TABLE>
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EXHIBIT 1
AGREEMENT TO CONVERT DEBT
THIS AGREEMENT TO CONVERT DEBT ("Agreement") is entered into as of this
the 30th day of September, 1999, by and between AMARILLO BIOSCIENCES, INC., a
Texas corporation ("ABI"), and HAYASHIBARA BIOCHEMICAL LABORATORIES, INC., a
corporation organized under the laws of Japan ("HBL").
WHEREAS, ABI is currently indebted to HBL under a promissory note dated
July 22, 1999, having a principal amount of three million dollars ($3,000,000)
to be advanced in three (3) installments as follows: one million dollars
($1,000,000) by August 31, 1999, one million dollars ($1,000,000) by November
30, 1999, and one million dollars ($1,000,000) by February 29, 2000
(hereinafter, the "Note"); and bearing interest at the rate of four and one-half
percent (4 1/2%) per annum; and further
WHEREAS, it is the desire and intention of both ABI and HBL that the
Note be converted to common stock in ABI, under the terms and conditions
hereinafter set forth;
THEREFORE, in consideration of these presents and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
As used in this agreement, the term Market Price shall refer to the
average daily closing price per share of ABI common stock, weighted by the total
daily volume, as recorded on the NASDAQ Smallcap Market and reported on the
NASDAQ web site (www.nasdaq.com), for the ten (10) trading days immediately
preceding the date on which the Market Price is determined.
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Effective October 15, 1999 ("Effective Date"), the Note shall be
canceled and HBL shall be entitled to receive newly issued shares of ABI common
stock (the "Shares"), in consideration for the cancellation of the Note and
promises by HBL to advance funds in the future, as follows:
1. On the Effective Date, ABI shall issue to HBL a number of Shares
equal to the outstanding debt owed by ABI to HBL under the Note as of the
Effective date, divided by the Market Price of the Shares as of the Effective
Date, rounded up to the next whole Share, which issuance shall constitute full
payment of all amounts owed under the Note as of the Effective Date. The parties
agree and stipulate that the accrued interest payable under the Note is
$5,486.30 as of the Effective Date, and that the total outstanding debt owed by
ABI to HBL under the Note (principal plus interest) is $1,005,486.30 as of the
Effective Date.
2. On November 30, 1999, HBL shall advance to ABI one million dollars
($1,000,000), and ABI shall issue to HBL a number of Shares equal to one million
dollars ($1,000,000) divided by the Market Price of the Shares as of November
30, 1999, rounded up to the next whole Share.
3. On February 29, 2000, HBL shall advance to ABI one million dollars
($1,000,000), and ABI shall issue to HBL a number of Shares equal to one million
dollars ($1,000,000) divided by the Market Price of the Shares as of February
29, 2000, rounded up to the next whole Share.
Whenever ABI is required to issue Shares under this Agreement, ABI
will, on that date, initiate a request with its transfer agent, American Stock
Transfer & Trust Company of New York City, New York, to issue to HBL the number
of shares determined pursuant to this Agreement.
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4. HBL acknowledges that the Shares issued to it will be "restricted
stock" within the meaning of Rule 144 promulgated under the U.S. Securities act
of 1933, that they must be held for one (1) year before they can be resold under
such Rule, that all sales pursuant to such Rule must comply with the volume
limitations and other applicable conditions of such Rule, and that the
certificates evidencing such Shares, as issued to HBL, shall bear an appropriate
legend identifying the Shares as "restricted stock".
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
ABI: HBL:
AMARILLO BIOSCIENCES, INC. HAYASHIBARA BIOCHEMICAL
LABORATORIES, INC.
By: /s/ JOSEPH M. CUMMINS By: /s/ KEN HAYASHIBARA
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Joseph M. Cummins, Ken Hayashibara, President
President
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