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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
EMPYREAN BIOSCIENCE, INC.
------------------------------
(Name of Issuer)
Common Stock, no par value
------------------------------
(Title of Class of Securities)
29245E103
--------------
(CUSIP Number)
Sara Gomez de Ferro
President and Chief Executive Officer
International Bioscience Corporation
777 South Flagler Drive, Phillips Point Building, East Tower, Suite 909
West Palm Beach, Florida 33401
(561) 366-8901
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 9, 2000
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 29245E103 Page 2 of 5 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
International Bioscience Corporation
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
Florida
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7 SOLE VOTING POWER
595,062
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,226,000
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,821,062
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,821,062
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
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14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 29245E103 Page 3 of 5 Pages
--------------------- -------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of Common Stock, no par value, of Empyrean
Bioscience, Inc. (Empyrean). The principal executive office of Empyrean is
located at 23800 Commerce Park Rd., Suite A, Cleveland, Ohio 44122.
ITEM 2. IDENTITY AND BACKGROUND
(a) The person filing this statement is International Bioscience
Corporation (IBC), a Florida corporation.
(b) Principal offices of IBC are located at 777 South Flagler Drive,
Phillips Point Building, East Tower, Suite 909, West Palm Beach,
Florida 33401.
(c) The principal business of IBC is the development, licensing, sales and
distribution of revolutionary breakthrough products that it believes
will change the medical world and people's lives everywhere.
(d) During the last five years, IBC has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, IBC has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Joint Venture Agreement between IBC and Empyrean dated August
9, 2000, IBC received 5,000,000 shares of Empyrean common stock in exchange for
forgoing the payment by Empyrean of any further minimum guaranteed royalties
under a licensing agreement entered into on April 29, 1997 and amended in
February 1998. Such minimum guaranteed royalties would have totaled $13,657,000
for the seven years remaining in the initial term of the agreement and
$46,311,000 in the first ten-year renewal term. As part of the settlement of all
outstanding legal disputes between the two companies, a new licensing agreement
was entered into on August 9, 2000 that requires Empyrean to pay royalties to
IBC equal to 5% of net sales in the United States.
IBC also entered into a Nonqualified Stock Option Agreement with Empyrean
dated August 9, 2000 wherein IBC received options to purchase 2,226,000 shares
of Empyrean Common Stock, having an exercise price of $0.83 per share and
vesting based upon IBC's completion of critical strategic milestones. Options to
acquire 226,000 shares are currently exercisable.
Prior to August 9, 2000, IBC acquired 476,050 shares of Empyrean common
stock and 119,012 warrants to acquire Empyrean common stock. The warrants are
exercisable at a price of $0.50 per share.
ITEM 4. PURPOSE OF TRANSACTION
The sole purpose of the acquisition of the Common Stock reported herein is
investment.
<PAGE>
SCHEDULE 13D
--------------------- -------------------
CUSIP NO. 29245E103 Page 4 of 5 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
IBC's beneficial ownership of Empyrean Common Stock as of the date
hereof is as follows:
<TABLE>
<CAPTION>
Dispositive Power Voting Power
Number of Percentage ------------------- -------------------
Security Shares of Class Sole Shared Sole Shared
-------- ------ -------- ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
Common Stock 5,000,000 12.0% 5,000,000 0 0 5,000,000
(see Item 6.)
Common Stock 476,050 1.1% 476,050 0 476,050 0
Warrants to Purchase
Common Stock 119,012 0.3% 119,012 0 119,012 0
Exercisable Options to
Purchase Common Stock 226,000 0.5% 226,000 0 0 226,000
(see Item 6.)
Total Beneficial
Ownership 5,821,062 14.0% 5,821,062 0 595,062 5,226,000
</TABLE>
Beneficial ownership is calculated based on 41,325,741 shares of Empyrean
Bioscience, Inc. Common Stock issued and outstanding as of the date of this
statement under Rule 13d-3(d) of the Securities Exchange Act of 1934. Shares
subject to unexercised options, warrants, rights or conversion privileges
exercisable within 60 days of the date of this statement are deemed outstanding
for the purpose of calculating the number and percentage owned by IBC.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
IBC entered into a Voting Agreement with Lawrence D. Bain, Chairman of the
Board of Directors of Empyrean, wherein Mr. Bain has been granted an irrevocable
proxy to vote the shares issued to IBC pursuant to the Joint Venture Agreement
as well as any shares which may be issued to IBC resulting from the exercise of
options under the Nonqualified Stock Option Agreement. IBC is free to sell the
shares and any shares resulting from the exercise of options in accordance with
applicable securities laws. Such shares sold will not be subject to the voting
agreement unless a certain volume of share sales is exceeded by IBC within a
90-day period. Should Mr. Bain cease to be a director of Empyrean, he will be
succeeded by the then current chairman of the board of directors of Empyrean,
provided, however, that Mr. Bain grant an irrevocable proxy to vote his shares
to his successor. At the time Mr. Bain ceases to be a director of Empyrean,
should he elect not to assign his rights to his successor under an irrevocable
proxy or should his total share ownership of Empyrean shares be less than his
ownership as of August 9, 2000, the date the agreement was executed, the voting
agreement shall be null and void.
ITEM 7. EXHIBITS
10.1 Voting Agreement
10.2 Nonqualified Stock Option Agreement
<PAGE>
SCHEDULE 13D
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CUSIP NO. 29245E103 Page 5 of 5 Pages
--------------------- -------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge, I certify that
the information set forth in this statement is true, complete and correct.
August 24, 2000 /s/ Sara Gomez de Ferro
--------------- -------------------------------------
(Date) Sara Gomez de Ferro
President and Chief Executive Officer
