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U.S. 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 (Date of earliest event reported) April 10, 2000
EMPYREAN BIOSCIENCE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
WYOMING 0-27839 86-0973095
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
23800 Commerce Park Road, Suite A, Cleveland, Ohio 44122
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (216) 360-7900
(Former name or former address, if changed since last report.)
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EMPYREAN BIOSCIENCE, INC.
ITEM 5. OTHER EVENTS
The Company issued a press release attached as Exhibit 99.1 on April 10,
2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1. Press release dated April 10, 2000.
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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.
EMPYREAN BIOSCIENCE, INC.
(Registrant)
4/17/00 /s/ Richard C. Adamany
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(Date) (Signature)
Richard C. Adamany
President, Chief Executive Officer
And Chief Financial Officer
[LOGO]
FOR IMMEDIATE RELEASE CONTACT:
Kathleen Obert or
Stephen Phillips
Edward Howard & Co.
(216) 781-2400
EMPYREAN BIOSCIENCE FILES SUIT AGAINST
INTERNATIONAL BIOSCIENCE FOR BREACH AND DEFAULT
ON EXCLUSIVE LICENSING AGREEMENT
EMPYREAN TO TAKE CONTROL OF NEW PRODUCT DEVELOPMENT
IN ACCORDANCE WITH LICENSING AGREEMENT
CLEVELAND, April 10, 2000 - Empyrean Bioscience Inc. (OTCBB: EMDG), today filed
suit in U.S. District Court for the Southern District of Florida against
International Bioscience Corp. (IBC) for breach and default on its exclusive
licensing agreement with Empyrean.
Empyrean - a consumer products company specializing in innovative personal
care products designed to prevent the spread of infectious diseases - which has
the exclusive right to manufacture, sell and distribute products based on a
formula developed by IBC, also asked the Court to issue a restraining order. The
restraining order would enjoin IBC from trying to contact Empyrean's customers,
manufacturers, vendors, shareholders and others.
Empyrean seeks a jury trial and compensatory damages and named IBC's
Chairman, Dr. David Thornburgh, and IBC's President, Sara Gomez a.k.a. Sara
Ferro, as co-defendants.
"We must seize control of our corporate destiny," said Richard C. Adamany,
Empyrean's president and chief executive officer. "We have tried to settle this
matter amicably, but IBC has disregarded key provisions in our exclusive
licensing agreement. We are confident of the rights accorded to us under our
agreement and in our belief the outcome of this case will be favorable to
Empyrean. As explicitly spelled out in our agreement with IBC, we have specific
and exclusive rights to move forward and develop the products necessary for our
business to grow. We intend to exercise those rights in order to satisfy market
demand."
-more-
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Adamany said Empyrean has sufficient inventory levels of Preventx(R) hand
sanitizer and enjoys an outstanding relationship with its supplier, allowing it
to continue meeting and exceeding market needs.
Empyrean entered into an exclusive licensing agreement with IBC in February
1998 that enables Empyrean to develop, manufacture, market and distribute all of
IBC's products throughout the world, with the exception of Africa, Hong Kong and
Taiwan. In return, Empyrean agreed to pay royalties and licensing fees. Empyrean
in good faith has satisfied its requirements under the agreement. The term of
the licensing agreement runs through April 2007, with automatic options for
Empyrean to renew.
Bennett S. Rubin, Empyrean's executive vice president and chief operating
officer said, "We are on the threshold of a new day in how individuals protect
themselves from infectious disease. The Preventx(R) family of products is a
leader in reducing the transmission of infectious disease. It is now time for
Empyrean to seize the opportunity and capture the market share these exciting
products deserve."
"We will now take control of the final testing and product launch of our
first generation baby wipe product, which we anticipate introducing in calendar
year 2000," continued Rubin. "Our research indicates that the market for baby
wipes in the United States alone was nearly $600 million in 1998. In addition,
we will complete our work on the towellettes and accelerate our development
efforts on the disinfectant surface spray in the coming months."
"Empyrean also plans to begin the approval process for the microbicidal
contraceptive gel in the United States by retaining the services of a leading
clinical research organization. We intend to keep the shareholders apprised of
all material developments throughout the upcoming testing and approval process,"
said Adamany.
-more-
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Over the past several months, Empyrean has made great progress in
establishing a retail presence, including a rollout of its hand sanitizers to
Wal-Mart stores nationwide. It completed its restructuring with its move to
Cleveland, Ohio and secured the services of Handl-it, Inc., a logistics leader,
for customer service, warehousing and distribution services. Further, the
company has engaged the services of Bill Brokaw Advertising, a full-service,
award-winning advertising agency, to help develop a comprehensive communications
program, including advertising, packaging modifications, and point-of-sale
merchandising, all planned for an April rollout. Lastly, Empyrean has expanded
its sales and marketing staff to effectively penetrate key markets, including
mass merchants, chain drug, food, hardware and home center, sporting goods,
restaurants, hospitals, nursing homes and the international market.
Adamany concluded by saying, "Although we are disappointed with having to
take this action, Empyrean's management and board of directors felt that IBC
must be held accountable to perform in accordance with the commitments they made
in the exclusive licensing agreement."
Empyrean Bioscience is a consumer products company specializing in the
marketing, sale and distribution of innovative personal care products designed
to prevent the spread of infectious diseases. For more information, see
www.empyreanbio.com.
THIS PRESS RELEASE INCLUDES STATEMENTS THAT MAY CONSTITUTE FORWARD-LOOKING
STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. THE STATEMENTS REGARDING "SEIZE CONTROL OF OUR
CORPORATE DESTINY " "CONFIDENT OF THE RIGHTS ACCORDED TO US UNDER OUR AGREEMENT
AND IN OUR BELIEF THE OUTCOME OF THIS CASE WILL BE FAVORABLE," "MOVE FORWARD AND
DEVELOP THE PRODUCTS NECESSARY FOR OUR BUSINESS TO GROW," "INTEND TO EXERCISE
THOSE RIGHTS IN ORDER TO SATISFY MARKET DEMAND," "HAS MORE THAN SUFFICIENT
INVENTORY LEVELS," "CONTINUE MEETING AND EXCEEDING MARKET NEEDS," "CAPTURE THE
MARKET SHARE THESE EXCITING PRODUCTS DESERVE," "TAKE CONTROL OF THE FINAL
TESTING AND PRODUCT LAUNCH," "ANTICIPATE INTRODUCING IN CALENDAR YEAR 2000,"
"COMPLETE OUR WORK ON THE TOWELLETTES AND ACCELERATE OUR DEVELOPMENT EFFORTS,"
"PLANS TO BEGIN THE APPROVAL PROCESS," "PLANNED FOR AN APRIL ROLLOUT," AND
"EFFECTIVELY PENETRATE KEY MARKETS" ARE FORWARD-LOOKING IN NATURE. THESE
STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS. SUCH RISKS
INCLUDE, AMONG OTHER FACTORS, THE SUCCESS OF THE CLINICAL TRIALS, THE COMPANY'S
ABILITY TO OBTAIN GOVERNMENT APPROVAL, THE ACCEPTABILITY OF THE POTENTIAL
PRODUCT IN THE MARKETPLACE, AND THE ABILITY TO OBTAIN SUFFICIENT CAPITAL TO FUND
OPERATIONS. ADDITIONAL FACTORS, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM EXPECTATIONS IN THE FORWARD-LOOKING STATEMENTS, ARE SET FORTH IN
THE COMPANY'S FORM 10K-SB ANNUAL REPORT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.
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