UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 thereunder
BioDelivery Sciences International, Inc.
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(Name of Small Business Issuer in its charter)
Indiana 35-2089858
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
111, Lock Street, Newark, NJ 07103
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (973) 972-0324
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<PAGE>
INTRODUCTION
We entered into an Agreement with BioDelivery Sciences, Inc., a New Jersey
corporation (the "BDS") on September 5, 2000, whereby BDS agrees to sell and
transfer to us shares which represents 80% of BDS stocks at a purchase price of
$15,000,000 to be paid subject to terms and conditions of the Stock Purchase
Agreement.
We are a developmental-stage biotechnology company founded upon the
development of "Cochleate Delivery Vehicles."
Cochleate technology is a proprietary, enabling technology for the delivery of
therapeutic products for human and veterinary applications.
Cochleates are anhydrous, (water-free), crystalline, multilayered, lipid-based
structures composed of safe, naturally occurring components. As a consequence of
their unique structure and properties, cochleates are highly stable and protect
formulated compounds from harsh environmental conditions, including protection
from digestion in the stomach. Therefore, cochleate formulations can be
delivered by oral and intranasal administration, as well as by intravenous,
intramuscular and subcutaneous routes.
Cochleates mediate and enhance the oral bioavailability of a broad spectrum of
important but difficult to formulate biopharmaceuticals, including protein and
peptide drugs, compounds with poor water solubility, and large hydrophilic
molecules. We and collaborators have performed proof of principle studies in
appropriate animal models in each of these areas:
1. Compounds with poor water solubility- Using amphotericin B-cochleate
formulations, BDS scientists and collaborators are the first to demonstrate
protection against fungal infections following the oral administration of
amphotericin B.
2. Protein and peptide biopharmaceuticals- Insulin-cochleate formulations
prepared by BDS scientists efficiently induce significant decreases in blood
glucose levels in dogs following oral administration.
3. Large, hydrophilic molecules- DNA-cochleate formulations administered
orally induce strong, virus-specific immune responses and protection from live
virus challenge.
These initial animal studies demonstrate that cochleate formulations are
widely suitable to a broad range of applications. We have developed protocols
for the encochleation of proteins, peptides, polynucleotides, hormones, and
lipid-soluble compounds. This broad experience with the encochleation process
suggests that a wide variety of medically and commercially important
biologically active molecules should be adaptable to cochleate formulation and
delivery.
We have thus far funded our operations through corporate and government
contracts and grants.
Warburg Dillon Read analysts predict that the drug delivery sector of the
world wide pharmaceutical industry will grow 15% per annum, reaching $30 billion
by 2000. The potential markets for new therapeutic formulations using cochleate
delivery technology are large, and the return on investments us could be
substantial.
We are currently planning to increase the pace and breadth of its development
by attracting investment capital and additional corporate partners.
<PAGE>
BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL
A change in control of the registrant occurred on October 9, 2000 pursuant to
the terms and conditions of a Contribution Agreement (the "Agreement") dated
June 30, 2000 between us and Subscribers (the "Hopkins Capital Group"), listed
in Exhibit 1.0 of the Agreement. We entered into the Agreement whereby we
agreed to exchange 15,000,000 shares of our common stocks for the properties
listed in Exhibit 1.1 of Agreement. The shares of our common stock will be
issued to the individuals in the amounts specified in Exhibit 1.2 of the
Agreement. After the exchange, we will have a total of 15,350,000 shares of
common stock outstanding.
As a result of the Agreement, we have accepted the resignation of Aaron Tsai,
our sole Director and Officer, as of October 9, 2000, and appointed Dr. Frank
O'Donnell as Chairman, President and Director and Samuel S. Duffey as Director.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information known to us with respect to
beneficial ownership of our common stock as of October 9, 2000. Regarding the
beneficial ownership of the our common stock the table lists: (i) each
stockholder known by us to be the beneficial owner of more than five percent
(5%) of our common stock, (ii) each Director and Executive Officer and (iii)
all Directors and Executive Officer(s), of our company as a group. Each of the
persons named in the table has sole voting and investment power with respect to
common stock beneficially owned.
<TABLE>
<CAPTION>
Name and Address Number of Shares
of Beneficial Owner Beneficially Owned Percent of Class
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<S> <C> <C>
Hopkins Capital Group II, LLC 13,700,000 88.4%
Suite 1 677 North Washington Blvd
Sarasota, FL 34236
Dr. Frank O'Donnell
c/o Hopkins Capital Group II, LLC 4,425,100 28.8%
Suite 1 677 North Washington Blvd
Sarasota, FL 34236
All Officers and Directors 4,425,100 28.8%
(2 persons)
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</TABLE>
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DIRECTORS AND EXECUTIVE OFFICERS
The following persons are the Directors and Executive Officers of the
Company:
<TABLE>
<CAPTION>
Name Age Position(s)
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<S> <C> <C>
Dr. Frank O'Donnell 50 Chairman, President and Director
Samuel S. Duffey 55 Director
</TABLE>
DR. FRANK O'DONNELL
Dr. Frank O'Donnell is a founder, Chairman, President and Director of
BioDelivery Sciences International, Inc. since its founding in March of 1995.
Prior thereto, Dr O'Donnell is the founder and managing partner of the Hopkins
Capital Group (HCG) LLC, a venture capital and private equity investment company
which focuses on disruptive technologies in the life sciences. He is Chairman of
the Board of LaserSight Inc a publically-traded developer and manufacturer of
advanced laser refractive systems (NASDAQ:LASE). He serves as Chairman for
several privately-held portfolio companies of HCG including APP Specialty
Pharmacy Inc, PhotoVision Pharmaceuticals Inc., RetinaPharma Inc., Pen2Net
Inc., Biotech Specialty Partners LLC. Dr O'Donnell is a board certified
ophthalmic surgeon trained at the Wilmer Ophthalmological Institute, Johns
Hopkins University School of Medicine. He is a clinical professor of
ophthalmology at the St. Louis University School of Medicine. He has been
awarded 22 US patents and he has authored more than 50 scientific articles.
SAMUEL S. DUFFEY
Samuel S. Duffey is a Director and has been with BioDelivery Sciences
International since its founding in March of 1995. For more than the last
five years Mr. Duffey served as an officer, director and shareholder of
Duffey and Dolan PA a Florida law firm engaged in the practice of corporate
and business law. For more than the last five years Mr. Duffey also, served
as Chairman and a director of SmartGate LLC and since February 2000 as
Chairman and a director of SmartGate, Inc., the parent company of SmartGate
LLC. The SmartGate entities are engaged in the business of manufacturing
and marketing safety sensors and systems for the closure industry. For
more than the five years last past Mr. Duffey served as Chairman and a
director of Smart Plug, Inc. a development stage company conducting
research, data collection and patenting relating to a spark plug.
For more than the last five years Mr. Duffey served as Chairman and a
director of Radio Metrix, a patent holding and technology development
company. For more than the five years last past Mr. Duffey served as
Chairman and a Director of New Freedom, a company developing automatic
patio door technology. For approximately three years Mr. Duffey served
as Chairman and a director of Pendulum Practice Management Company or
its predecessor Physician Practice Intergrator, Inc. a dormant physician
management company.
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
We may award stock options and cash bonus to key employees, directors,
officers and consultants under a stock option plan not yet adopted as bonus
based on service and performance. The annual salaries of executive officers are
listed as follows:
<TABLE>
<CAPTION>
Name and Principal Position Annual Salary
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<S> <C>
Dr. Frank O'Donnell as Chairman None
Samuel S. Duffey as Director None
</TABLE>
<PAGE>
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.
Date: November 9, 2000
BioDelivery Science International, Inc.
By: /s/ Dr. Frank O'Donnell
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Dr. Frank O'Donnell as Chairman,
President and Director
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT
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<S> <C>
2.2 Stock Purchase Agreement dated September 5, 2000 between
MAS Acquisition XXIII Corp. and BioDelivery Sciences, Inc. (*)
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</TABLE>
(*) Incorporated by reference to exhibits of our Registration Statement on
Form 8-K filed on October 25, 2000
