NOVAMED INC
8-K, 2001-01-10
BLANK CHECKS
Previous: QAD INC, 4, 2001-01-10
Next: NOVAMED INC, 8-K, EX-10, 2001-01-10




                                  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 Event Requiring Report: December 29, 2000


                                  NOVAMED, INC.
                                  -------------
             (Exact Name of Registrant as Specified on its Charter)


          000-26927                                      77-0443643
          ---------                                      ----------
   (Commission File Number)                 (IRS Employer Identification Number)


                                     NEVADA
                                     ------
         (State or Other Jurisdiction of Incorporation or Organization)


              623 Hoover Street, N.E.. Minneapolis, Minnesota 55413
              -----------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (612) 378 1437
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


<PAGE>



ITEM 1.           Changes in Control of Registrant.

On December 29, 2000,  NovaMed Inc.,  (the  "Company")  delivered to AAB Corp. a
Minnesota  corporation  and  Greaco  2,  Ltd.   (collectively  the  "Inventors")
17,500,000 shares of common stock in consideration for the settlement of debt in
the  amount  of  approximately  $250,000  due,  based on the  terms of a License
Agreement  executed on March 1, 1998 and as an  inducement  to the  Inventors to
enter into a new License Agreement dated December 29, 2000. The principal of AAB
Corp.  is Art Biesang and the  principal of Graeco II Ltd. is Dr.  Robert Ersek,
both original inventors of the Company's breast implant gel filling material.

Prior  to  the  issuance  to  the  Company  had  18,236,464  shares  issued  and
outstanding. The Company's issuance to the Inventors brings the total issued and
outstanding  to  35,746,464.  The  Inventors  now own  approximately  49% of the
Company's issued and outstanding.

ITEM 7.           Financial Statements and Exhibits

The following exhibit is included:

     a.   Agreement  for the  Issuance,  Sale and  Purchase  of Common  Stock of
          NovaMed,  Inc,  dated as of  December  29,  2000.  (License  Agreement
          attached)

Pursuant to the  requirement  of the  Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the  undersigned  hereunto
duly authorized.

Dated: January 10, 2001

NovaMed, Inc.
A Nevada corporation

By:   /s/ Ruairidh Campbell
   ------------------------------------
Ruairidh Campbell
President




                                        1



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission