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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) MAY 3, 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
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EMPYREAN BIOSCIENCE, INC.
ITEM 5. OTHER EVENTS
The Company issued a press release attached as Exhibit 99.1 on May 3, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
C. Exhibits
99.1. Press release dated May 3, 2000.
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)
5/10/00 /s/ Richard C. Adamany
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(Date) (Signature)
Richard C. Adamany
President, Chief Executive Officer
And Chief Financial Officer
[PREVENTX LOGO]
FOR IMMEDIATE RELEASE CONTACT:
Stephen Phillips or
Diana Lueptow
Edward Howard & Co.
(216) 781-2400
EMPYREAN BIOSCIENCE LAWSUIT AGAINST INTERNATIONAL BIOSCIENCE CONTINUES
CLEVELAND, May 3, 2000 - Empyrean Bioscience Inc. (OTCBB: EMDG), said today that
its lawsuit against International Bioscience Corporation (IBC) in U.S. District
Court for the Southern District of Florida will continue despite the Court's
denial of its request for a preliminary injunction that would have enjoined IBC
from certain anticipatory breaches of its exclusive licensing agreement with
Empyrean. The Court's decision does not affect the merits of the case nor
Empyrean's claim for money damages against IBC, but defers them to a full trial,
which Empyrean expects to be held later this year.
Empyrean's claim for the full rights accorded to it under the exclusive
license agreement, which is the center of the dispute with IBC, will not impact
the Company's current operations. The Court observed in its Order, and IBC
acknowledged in its pleadings filed with the court, that Empyrean's rights to
sell the hand lotion in the United States and Canada arise from different and
separate agreements with IBC, and such rights are not affected by this lawsuit.
Empyrean said it has sufficient inventory levels of Preventx(R) hand sanitizer
and enjoys an outstanding relationship with its supplier, allowing it to
continue meeting and exceeding its growing market needs.
Empyrean - a consumer products company specializing in innovative personal
care products designed to prevent the spread of infectious diseases - 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 has asserted that it has, in good faith, satisfied its
requirements under the agreement.
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The company's suit, which was filed on April 10, 2000 against IBC, seeks a
jury trial and compensatory damages, as well as a declaration that the exclusive
license agreement remains in full force and effect. Following Empyrean's request
for a preliminary injunction, IBC purported to terminate the exclusive license
agreement, an issue that will be considered at the full trial. If an unfavorable
decision were to be rendered against Empyrean at the full trial, Empyrean's
business could be materially and adversely affected. While no assurance can be
given on the ultimate outcome, management believes Empyrean will be successful
should a full trial occur. The trial date has not yet been set.
"Consistent with the Court's decision, we will conduct business as usual
and satisfy market demand for our Preventx(R) hand sanitizer," said Richard C.
Adamany, Empyrean's president and chief executive officer. "We look forward to
expedited discovery and a speedy trial to prove our case that IBC disregarded
key provisions explicitly spelled out in our 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 "MANAGEMENT BELIEVES
EMPYREAN WILL BE SUCCESSFUL,""CONDUCT BUSINESS AS USUAL AND SATISFY MARKET
DEMAND" AND "PROVE OUR CASE" 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 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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