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 Report: October 6, 1998
VOLU-SOL, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-23153
Utah 87-0543981
(State of Incorporation) (I.R.S. Employer Identification No.)
5095 West 2100 South
Salt Lake City, Utah 84120
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 974-9474
<PAGE>
ITEM 5. Other Events
In February 1997, Biomune Systems, Inc. ("Biomune") declared that it
would divest itself of its wholly owned subsidiary Volu-Sol, Inc. (the
"Company" or "Volu-Sol") in a dividend by which one share of Volu-Sol Common
Stock would be issued to each Biomune stockholder of record as of March 5,
1997 for every 10 shares of Biomune Common Stock held by such stockholder.
In November 1997, Biomune declared a 1 for 10 reverse stock split of its
issued and outstanding shares. The divestiture of Volu-Sol was effective as
of October 1, 1997. The Company registered its Common Stock as a class under
Section 12(g) of the Exchange Act of 1934 by filing a Form 10 S-B which was
declared effective by the SEC December 1, 1997. On or about February 1, 1998,
the dividend shares of Volu-Sol Common Stock were delivered to Biomune
stockholders who had been shareholders of record as of March 5, 1997.
Both the Company and Biomune were unaware that Nasdaq had announced
February 11, 1998 to be the ex-dividend date for the spin-off distribution,
notwithstanding the fact that Biomune had previously notified Nasdaq and
publicly announced that March 5, 1997 would be the ex-dividend date.
Consequently, holders of Biomune Common Stock as of February 11, 1998 were
informed by Nasdaq that they would receive the dividend of one share Volu-Sol
Common Stock for each share of Biomune Common Stock held by them as of such
date.
After consultation with the NASD, parent of the Nasdaq Stock Market,
Biomune and Volu-Sol have agreed to issue additional shares of Volu-Sol Common
Stock as part of the original dividend announced March 5, 1997, to cover (a)
the dividend in Volu-Sol that technically inured to the benefit of the holders
of the Company's Common Stock issued between March 5, 1997 and February 11,
1998 by reason of the Nasdaq action; and (b) short positions held by accounts
which purchased Biomune Common Stock after March 5, 1997 and before February
11, 1998, which were purchased from accounts not then held in "street name"
and which did not, therefore, by operation of Depository Trust procedures,
send on the Volu-Sol dividend shares when they were physically received.
Street name accounts were electronically credited with the dividend shares.
Immediately prior to the issuance of such additional dividend shares, Volu-Sol
had 2,111,216 shares of Common Stock issued and outstanding. The number of
additional shares to be issued as part of the dividend is not expected to
exceed 3,500,000 shares. The issuance of the additional dividend shares will
not change the number of shares of Biomune Common Stock issued and
outstanding.
Page 2 of 3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report, as amended, to be signed on its behalf
by the undersigned thereunto duly authorized.
VOLU-SOL, INC.
(Registrant)
By: /s/ Wilford W. Kirton, III
-------------------------------
Date: October 6, 1998 Wilford W. Kirton, III
Chief Executive Officer
Page 3 of 3
