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
June 8, 1999
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Date of Report (Date of earliest event reported)
TORVEC, INC
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(Exact Name of registrant as specified in its charter)
New York 000-24455
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State or other jurisdiction Commission File Number
of incorporation
16-1509512
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IRS Employer ID Number
3740 Route 104, Williamson, New York 14587
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(Address of Principal Executive Offices
(716) 248-8549
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(Registrant's telephone number, including area code)
The Exhibit Index is found on page 7 of this Current Report.
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ITEM 1: CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEM 3: BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4: CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable
ITEM 5: OTHER EVENTS
On April 22, 1999, the arbitrator in the case of
Vernon E. Gleasman and Keith E. Gleasman v. McElroy
Manufacturing, Inc. issued a Memorandum Decision and Award
("Decision and Award") which held that the exclusive
ownership of the patents and the exclusive right to assign
all interest in such patents which were the subject matter
of the litigation (the "subject patents") belonged to Vernon
E. Gleasman and Keith E. Gleasman ("the Gleasmans"). The
subject patents were assigned to the Company upon its
formation by the Gleasmans in exchange for shares of the
Company's $.01 par value common stock as well as a cash
reimbursement of $365,000 representing the immediately prior
year's costs to the Gleasmans with respect to all of their
patent interests assigned by them to the Company. The
Decision and Award also confirmed that the sum of
$862,699.61 was to be paid to McElroy Manufacturing, Inc.
("McElroy") by the Gleasmans out of royalties which they
may receive and awarded McElroy a 20% interest in all
royalties and other sums received by the Gleasmans, the
payment of such amounts to be due only as, if and when
royalties are paid to the Gleasmans. This Decision and
Award was reported by the Company in its Form 10-QSB filed
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for the quarter ended March 31, 1999. The Company was
not a party to the arbitration.
On June 3, 1999, McElroy, by letter addressed to
the Gleasmans' personal counsel, demanded that the Gleasmans
reimburse McElroy immediately for its expenses in the amount
of $862,699.61, plus interest, to be paid from any monies
received by the Gleasmans on account of the subject patents
including, but not limited to, 20 % of all royalties or
monies received by the Gleasmans from the sale of shares of
stock in the Company. Further, McElroy demanded that the
Gleasmans correct inventorship of the subject patents by
requesting the Commission of Patents & Trademarks to issue a
Certificate of Correction adding A.H. "Chip" McElroy, II and
Dave Porter as co-inventors on the subject patents. While
correction of inventorship was not addressed in the Decision
and Award, such correction, if appropriate, is desirable
and possible, and can be accomplished by application to
the Commissioner of Patents and Trademarks. They do not
contest the arbitrator's determination that the patents were
assigned to the Gleasmans and are now owned by Torvec. In
addition, McElroy has demanded that Torvec pay, out of proceeds
generated by sale of its stock, the same sums demanded of the
Gleasmans and notify any licensee, assignee or investor of
McElroy's right to recover expenses and its 20% interest in
monies received on account of the subject patents.
Management of the Company believes that the demands
made by McElroy upon the Company constitute a complete
misreading of the arbitrator's Decision and Award and are
without merit procedurally as well as substantively,
since among other reasons, the contract was between the
Gleasmans and McElroy, the Company did not participate in
the arbitration proceedings and that the arbitrator's
Decision and Award did not direct payment of any sums from
Torvec to McElroy.
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ITEM 6: RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS
A. Financial Statement of Business Acquired
Not Applicable
B. Pro Forma Financial Information
Not Applicable
C. Exhibits
1. Underwriting Agreement
Not Applicable
2. Plan of acquisition, reorganization,
arrangement, liquidation or succession
Not Applicable
4. Instruments defining the rights of
security holders, including debentures
Not Applicable
16. Letter re: change in certifying accountant
Not Applicable
17. Letter re: director resignation
Not Applicable
20. Other documents or statements to security
holders
Not Applicable
24. Consents of experts and counsel
Not Applicable
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25. Power of Attorney
Not Applicable
27. Financial Data Schedule
Not Applicable
99. Additional Exhibits
None
ITEM 8: CHANGE IN FISCAL YEAR
Not Applicable
ITEM 9: SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Not Applicable
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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 hereunto duly
authorized.
Dated: June 8, 1999 TORVEC, INC.
By: /S/ KEITH E. GLEASMAN
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KEITH E. GLEASMAN
President
Dated: June 8, 1999 TORVEC, INC.
By: /S/ SAMUEL M. BRONSKY
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SAMUEL M. BRONSKY
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Page
Number
1. Underwriting Agreement
Not Applicable
2. Plan of acquisition, reorganization,
arrangement, liquidation or succession
Not Applicable
4. Instruments defining the rights of security
holders, including debentures
Not Applicable
16. Letter re: change in certifying accountant
Not applicable
17. Letter re: director resignation
Not Applicable
20. Other documents or statements to security
holders
Not Applicable
24. Consents of experts and counsel
Not Applicable
25. Power of Attorney
Not Applicable
27. Financial Data Schedule
Not Applicable
99. Additional Exhibits
None
