SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
FIRST AMENDMENT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 20, 2000
STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 88-038402
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Convention Center Dr., Suite 310,L.V. NV 89109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 702-735-7001
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(Former name, former address and former fiscal year,
if changed since last report)
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Item 4 Changes in Registrant's Certifying Accountant
The Board recently determined that a larger, well known accounting firm, would
help in the goal of creating shareholder value if one were engaged as the
auditing firm for the Registrant (or "Company"). Management believes this to be
the case in that when dealing with potential acquisitions, underwriting firms,
and investors in the future, a better known firm based in New York, for example,
may be more advisable and viewed more positively by those with whom the Company
is dealing with. The firm of Feldman Sherb Horowitz & Co., P.C., New York City,
NY, therefore, has been engaged.
The decision to change accountants was recommended by an Audit Committee, and
was approved by the Board of Directors of the Company.
The accountant's report for either of the past two years, did not contain an
adverse opinion or was qualified or modified as to uncertainty, audit scope or
accounting principles.
There was no disagreement with the former accountant during the Registrant's two
most recent fiscal years and any subsequent interim period preceding the date of
the dismissal.
Attached as an Exhibit is a letter from the former accountant.
a. The former accountant, the firm of Tabor and Company, P.C., did not
resign, nor declined to remain as auditor. During the two most recent
fiscal years, up until this date, no principal independent accountant
resigned, or declined to stand for reelection or was dismissed.
b. On July 20, 2000, the firm of Tabor and Company, P.C., was
respectfully dismissed as the principal accountant to audit the
Registrant's financial statements, and as of the same date, the firm of
Feldman Sherb Horowitz & Co., P.C., New York City, NY, has been engaged
as the new principal accountant.
c. The Former Accountant is being provided, this date, with a copy of
this filing, and has been requested to furnish a letter addressed to the
Commission stating whether it agrees with the statements made by the
issuer and, if not, stating the respects in which it does not agree
(which letter is attached as an exhibit or will be filed within 10
business days of this filing, or 2 business days of its receipt,
whichever shall occur first).
Item 5 Other Events.
Josephberg Grosz & Co., Inc.
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The Company has entered into a funding agreement with Josephberg Gross &
Co., Inc., New York, New York ("Josephberg"), with the focus upon
providing the Company with equity for working capital needs in the
$5,000,000 range, and acquisition capital in the $15,000,000 range from
sources to be introduced by Josephberg. The agreement provides for
compensation, and other terms apply. The agreement is attached as an
exhibit.
New Direction
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As identified in a press release in June, 2000 (June 19, 2000), our
Company, also called "STGI" below, by determination of the Board of
Directors, is pursuing a new direction, which, in summary, is geared
towards moving our business beyond that of a "one-drug" company (a
negative perception which often comes up during discussions with market
professionals, such as potential underwriting firms). This direction
requires the Company to pursue new goals, while continuing its current
endeavors, and move beyond short sighted goals to try and expand its base
of assets and technologies, create strategic alliances and agreements
with institutions and University level research divisions, acquire
revenue generating businesses, and take other actions which, if
successful, may increase shareholder value.
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Sapse Dispute
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At the June Board meeting Alfred T. Sapse, a Director, resigned. In the
Company's negotiations for funding, and in other talks with various
corporate opportunities, Management has found that the resignation of
Sapse has not been perceived as a material adverse matter.
Management and the Board are unified and committed to our primary focus
of creating shareholder value and developing a successful
biopharmaceutical or biotechnology company.
Sapse, while not a priority issue, is unhappy with determinations made by
the Board. He filed suit late June, 2000 (actual date of any service of
the Company is in dispute) against the Board of Directors (seven people),
counsel to the Company, and the Company itself, in the District Court,
Clark County, Nevada, making various allegations including, in summary,
that issuance of shares, which did not include him, to Directors for
services were wrongful, and that the Company was using two transfer
agents to have shares issued. The Company does not view this suit as
material, and views the allegations as false or without any material
factual or legal basis. For example, the Company brought into Court a
signed notarized letter from the alleged second transfer agent that
confirmed: it was never hired to issue shares, it never issued shares, it
was never asked to issue shares, and no share issuances were pending.
On July 10, 2000, the Company was pleased to be advised by legal counsel
that the Judge presiding over the case not only determined, after careful
review of statements in Court and the information filed with the Court,
to deny the requests made by Sapse, but decided to issue an order against
Sapse restraining him. The Order requires the Company post a mere $10,000
bond, which has been done, in the event Sapse were to later show the
order was wrong, and he was damaged in a way which would require him to
be compensated. The Judge considered arguments and determined that
$10,000, a nominal amount in the opinion of Management, was fair.
However, the Judge ruled that Sapse needed to pledge a $1,000,000 bond,
which he failed to do. There is no indication that any bond will be
posted by Sapse. (The Judge also refused Sapse's request to reduce his
bond.) The case is proceeding and the Company intends to assert claims
against Sapse.
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Additional Notes
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June Press Release:
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Following are key excerpts from the related June press release, dated
June 19, 2000:
Steroidogenesis Inhibitors International, Inc. announced, as a result of
significant opportunities being presented to the Company, and weeks of
analysis, meetings, presentations, negotiations and planning, still
ongoing, by the officers of the Company, the Board of Directors has
resolved that the Company should pursue a new direction, complementary to
its Anticort (tm) pursuits, to build value and create an International
pharmaceutical company expanded beyond the anticipated success of its
Anticort plans. Management has been aggressively seeking opportunities
that will extend the Companies product line from one drug to a strong
foundation of products and technologies. The strategy is to develop a
true pharmaceutical company with Therapeutics, Patents, Diagnostics and
Delivery Systems. After, a culmination of an 11 hour meeting (without
consideration of the extensive meetings, negotiations and travel in the
U.S. involving preeminent scientific institutions, individuals, including
consultations with stock market advisors) the Officers and the Board of
Directors, decided to move forward with the plan presented by management.
Bert Wollen, CEO, stated, "Management has worked diligently to present
this strategy and we are pleased that the Board of Directors endorsed
this new direction. We predict that there will be a lot of action and
buzz stemming from our company, in the future." This new direction is
coupled with changes in Management, with the Company pleased to announce
the appointment of Dr. Janet Greeson, previously the Executive Vice
President, as the new President. Dr. Greeson, President commented, "STGI
is entering into a breakthrough chapter of its history as we move forward
in this new direction of expansion from a one drug company. I will
concentrate all my efforts on increasing shareholder value, first and
utmost." The appointment of Eugene Boyle, who attended Notre Dame
University and Tulane University for undergraduate studies and has a
Masters in Business Administration (MBA) from Babson College as a
Director, Chief Financial Officer, and Chief Operating Officer. Together
they round off a cohesive, driven Management team who are passionate
about the formulation of, and execution of the new directions, while
completing the Anticort drug plan mandated by the board of directors. Mr.
Boyle, as Chief Operating Officer, noted, "We are establishing a
strategic operational plan to seize upon opportunities overlooked by
major pharmaceutical companies." After the board of directors made these
decisions, Dr. Alfred T. Sapse resigned. Cynthia Thompson, a Director,
commented "The board is enthusiastic and supports this new direction and
management team; we look forward to some very exciting things taking
place in the future of STGI."
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Dr. Greeson, President
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Dr. Greeson, the new President, brings much to the table, after having
spent a significant amount of time, including on weekends, evenings and
holidays, as Executive Vice President assisting the Company in dealing
with the extensive, and burdensome work effort needed to operate the
Company, including travel, long meetings, and dealing with pressing
problems and issues, including accountants, lawyers, shareholders, and
investors. Her background is summarized as follows:
She currently holds a doctorate in Psychology from Columbia-Pacific
University, Mill Valley, California; Masters of Arts degree from Rollins
College, Orlando, Florida, and a degree in Motel Hotel Management. She
also is an MBA Candidate at the University of Southern California, Los
Angeles, California and Jurist Doctorate Candidate, at Concord
University, (Washington Post) Los Angeles, California, both studies
currently being pursued by her.
She is the best selling author of "It's Not What You're Eating, It's
What's Eating You" and an accomplished magazine columnist. As President
and CEO of "A Place for Us," her 14 years of executive leadership and
financial expertise were unprecedented in providing top-notch healthcare
in the field of addictions and psychiatry. ("A Place for Us" was a chain
of centers that focused on behavioral modification as to eating and
nutrition to benefit depressed persons.) Nine hospitals nationwide
implemented her program. In 1993, Dr. Greeson's company was purchased by
Columbia-HCA Healthcare Corporation (NYSE:COL) and thereafter, she helped
Columbia-HCA for a period of time in searching for further acquisitions.
As President and CEO of over ten companies over the years, she has
demonstrated her strengths in leadership, team-building and marketing.
She was the Executive Director of a non-profit international organization
called Overeaters Anonymous for over six years and relies on the belief
that "people make commitments to people not institutions" and therefore
maintains that her business acumen and relationships have driven her
projects to successful completion.
Currently she is a shareholder, officer, and director of the Company,
serving as Executive Vice President since 1995, but is now President. As
an officer of the Company, she was involved (and remains so) with
numerous corporate issues, including funding issues, where her skill and
acumen in negotiating contracts and facilitation are very helpful. She
facilitated, through the time she spent talking with people she knew,
traveling to meetings, and answering their questions, and other tasks,
the majority of the capital utilized by the Company and has participated
in the day-to-day management of the Company. She makes regular
presentations to potential finance sources, brokers and public relations
firms. Dr. Greeson, with the occasional help of others, has handled
shareholder and investor relations for the Company on a daily basis,
including, but not limited to, sending out information on the Company,
daily calls with shareholders and meetings in person when necessary both
in Las Vegas and around the country.
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Dr. Greeson has traveled extensively for the purposes of fund raising,
overseeing subcontractors, including clinical trials, contract research
organizations, law firms, investment bankers and public relations
organizations. She has also traveled to meet with financial institutions,
Board members and companies and Universities for the purpose of corporate
opportunities such as joint ventures, acquisitions and collaborations.
She has helped the Company manage and undertake the demanding process of
appropriate filings with the SEC, including the quarterly and annual
statements. She assisted as to the Form 10SB filing, successfully
undertaken, to have the Company become a "reporting company" and satisfy
the related NASD requirement that the Company be reporting to trade on
the Bulletin Board (to help accomplish this, among other things, she
coordinated all the interactions with the attorney, auditor, and Edgar
filings companies). Also, the Company received approval from the Federal
Drug Administration for clinical testing under Phase IB/IIA status for a
drug that, in the opinion of Management, holds some promise to help
combat HIV/AIDS. She had coordinated the appropriate filings with the FDA
to accomplish this.
Her personal achievements include the appointment by President Jimmy
Carter and approval by the U.S. Congress to lead the Navy in the
development of psychiatric treatment programs for addictive diseases.
Another personal achievement was working with and developing similar
programs for Mother Theresa in Rome, Italy, and Calcutta, India. When she
was asked to coordinate former First Lady Nancy Reagan Conferences on
Teenage Alcoholism, she enthusiastically helped. She had a successful
primary bid for Nevada's U.S. Congressional seat in 1994. After winning
the primary based upon public awareness of her, and with almost no
campaigning, she went on to campaign and was endorsed as the Democratic
Nominee for the State of Nevada. (Surprised that she won the primary and
with only a short six-week period, she campaigned vigorously only to lose
the general election, it was thought by many, due to a lack of time. )
Her experience as a public figure through her writing, television and
radio appearances, as well as many speaking engagements and seminars,
give her strength to make presentations and speak publicly to help the
Company. Dr. Greeson was an Associate Professor at the University of
Arizona, and also at the University of West Florida through the Navy
Alcohol Safety Action Program. Also, she was the recipient of the
Outstanding Alumni Award in 1987, Rollins College Graduate Program.
Currently, she has founded a non-profit foundation "Angels for Children
with AIDS" which is dedicated to give free treatment to the children of
the world. She is the Community Mayor of Las Vegas, a non-profit pursuit
that puts on events for handicapped children. She is the "Spokesperson"
for Positively Me, a Division of New Resolutions Inc., a company that
markets "neutrecueticals." She serves on the Board of Directors of
Maxheal Inc. and Restaurant Connections International, Inc. (Pizza
Hut-Brazil.)
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New Director, Chief Financial Officer, Chief Operating Officer
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Eugene Boyle, MBA, JD Candidate, CFA Candidate, serves as the Chief
Financial Officer, Chief Operation Officer, and a Director since June 16,
2000. Mr. Boyle was a U.S. Navy Lieutenant serving in the Gulf War. Mr.
Boyle was also employed by Columbia/HCA (COL: NYSE) as Chief Operations
Officer for the southeast region. During his tenure, he was responsible
for reducing operational expenses by hundreds of thousands of dollars in
the first few months. Mr. Boyle attended Notre Dame University and
obtained his B.S.E. in Computer Engineering and Applied Mathematics from
Tulane University in 1987, and after the Gulf War attained an MBA in
Entrepreneurship from Babson College, in 1993. He is currently in his
second year of Law School at Concord University and a C.F.A. candidate.
Mr. Boyle is motivated by achievement and is very passionate about STGI.
He has served STGI in various capacities since 1996. Mr. Boyle presently,
holds management, and Board positions with serveral companies and has
facilitated business plans, bridge financing, private placements, and SEC
filings since 1995. Mr. Boyle is one of Dr. Greeson's sons. He is
resourceful, works long hours and expects total commitment from himself
and others.
Dr. Vassili Papadopoulos, serves as Senior Scientific Advisor. Dr.
Vassili Papadopoulos, Head of Division of Hormone Research and professor
of Cell Biology, Pharmacology & Neuroscience at Georgetown University
Medical Center, brings to STGI more than eighteen years of experience in
the Biopharmaceutical field. Dr. Papadopoulos has had numerous papers and
articles published. He is extremely well respected as a Scientist and
presenter, and has a niche talent for developing specialized technologies
that add value. His advisory capacity affords STGI an expertise in the
Pharmaceutical community that is considered invaluable and vital, as we
look at new technologies, patents and the science in the acquisitions we
hope to accomplish.
Court Order Against Sapse
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The Court has ruled against Sapse, and some key portions of the Order are
as follows:
".......it appearing that Plaintiff Alfred Sapse has resigned from STGI
but continues to act as an STGI representative and to seek dominion and
control over STGI property which acts are and will cause STGI irreparable
harm;
And, it appearing to the Court that:
1. Defendants have shown from Plaintiff's own verified Complaint that he
holds no corporate office in STGI and that he long ago transferred his
rights in Anticort to STGI. Defendants have an ambiguous document from
Dr. Sapse which they interpret as showing his intention to act for the
company for which he holds no office and to file rogue documents with the
SEC, and a document purporting to be from one of his agents which they
interpret as attempting to appropriate company property to which he is
not entitled.
2. Defendants have their corporate property rights at issue (Dr. Sapse's
attempt to obtain Anticort drug trial data and patent information), their
future contractual relationships at issue (Dr. Sapse's dealing with DHEA
developers and Romanian Anticort drug researchers and marketers), and
their public reputation at issue (Dr. Sapse's threat to file rogue
documents with the SEC).
3. If enjoined Dr. Sapse will suffer no loss of rights or irreparable
harm. He will only be prevented from doing that which he cannot legally
do anyway. He is free to remain a shareholder in STGI. He is free to vote
his shares at the next annual shareholder meeting. Conversely, STGI would
be harmed by rogue acts of Dr. Sapse. At the very least they would incur
thousands of dollars in future litigation and public relations expense
cleaning up after any such misconduct.
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4. Public interest will only benefit from having legal rights enforced
and threatened misconduct enjoined.
5. The Court is unable to say at this point that Dr. Sapse will suffer no
harm deserving of protection by a bond, although it appears that the
threat of any such harm is minimal.
Further, the Court ordered that Sapse was restrained from:
1. Representing himself as an agent, officer, director, principal,
representative or employee of STGI to any person or entity.
2. Filing or offering for filing to the SEC, FDA or any other
governmental regulatory body, any document that purports to be prepared
by or filed by STGI.
3. Claiming ownership to, or in, the pharmacological compound Anticort,
any drug trial data on the compound Anticort, or any technical data on
the compound Anticort or its manufacturing processes.
4. Entering into any agreement with Professor Etienne Baulieu or any
entity controlled by him which agreement in any way concerns production
of, testing of, licensing of, sale of, manufacturing of, DHEA or
substantially similar compounds.
Transfer Agent Change
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The Company has engaged Securities Transfer Co. of Dallas, Texas, to act
as Transfer Agent.
Romania Status
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The Company has engaged a consultant who has already traveled to Romania
repeatedly in order to review the Romanian study, the viability of
current plans, recommendations, and other issues involving the status of
the Romanian project. In the near future, the Company anticipates either
continuing the plan in Romania, or modifying it, or ceasing the project.
Item 7 Financial Statements and Exhibits.
Exhibit 23- Letter from former Accountant
Exhibit 99- Agreement with Josephberg Grosz & Co., Inc., New York.
THIS FILING CONTAINS STATEMENTS ABOUT THE FUTURE THAT COULD DIFFER FROM
ACTUAL RESULTS. THE STATEMENTS ARE SUBJECT TO RISK AND UNCERTAINTIES,
INCLUDING, BUT NOT LIMITED TO, THE IMPACT OF COMPETITION, FLUCTUATIONS IN
STOCK PRICE AND LIQUIDITY, FLUCTUATING OPERATING RESULTS AND OTHER RISKS.
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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, thereunto duly authorized.
STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.
(Registrant)
By: /s/ Albert "Bert" Wollen , C.E.O.
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Albert "Bert" Wollen
(Principal Executive Officer)
By: /s/ Eugene Boyle, Chief Financial Officer
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Eugene Boyle
(Principal Financial Officer)
Date: 09/12/2000
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EXHIBITS
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Exhibit
Number Description
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23* Letter from former Accountant
99* Agreement with Josephberg Grosz & Co., Inc., New York.
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* Filed here within
