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): November 1, 1999
COMMISSION FILE NUMBER:___________
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Nevada Elast Technologies, Inc. 88-0380544
(State or other jurisdiction of (Exact name of registrant as specified (I.R.S. Employer Identification No.)
incorporation or organization) in its charter)
2505 Rancho Bel Air, Las Vegas, Nevada 89107
(Address of principal executive offices) (Zip Code)
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(702)878-8310
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
1301 Dove Street, Suite 460
Newport Beach, California 92660
(949)660-9700
Facsimile: (949)660-9010
Page 1 of 4
Index to Exhibits specified on Page 4
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ITEM 5. OTHER EVENTS
Elast Technologies, Inc. released the following information on November 1,
1999.
Las Vegas, NV, November 1, 1999- ELAST Technologies, Inc. (OTC-BB:ESTG)
(www.elast.com) announced this morning that John D. Sheppard, MD, MMSc, has
accepted an appointment to the Company's Board of Directors.
Dr. Sheppard, a Professor of Microbiology and Immunology, Geriatrics, and
Opthamology at Eastern Virginia Medical School, Norfolk, Va., has extensive
scientific, medical and business experience. He received his undergraduate
degree, as well as his graduate degrees from Brown University, which he attended
under full scholarship. Upon completion of his residency training, Dr. Sheppard
completed a thirty month fellowship at the University of California San
Francisco Proctor Foundation. Thereafter, as the recipient of several research
awards and fellowships, Dr. Sheppard, furthered his study through medical
research. Dr. Sheppard has published extensively.
In addition, Dr. Sheppard enjoys several business successes. Dr. Sheppard
founded VisioNet, Inc., in 1997, and Life Professional Billing Services, Inc.,
in 1998. Both companies provide a wide range of services to health care
providers. In 1999, Dr. Sheppard co-founded EyeRx Research, Corp., which is
developing viable ophthalmic medications to treat blinding diseases, as well as
Perstrings, Inc., which holds the trademark, licensing and patent rights to
exclusive neutraceutically-based wellness products.
"Dr. Sheppard's qualities and attributes, particularly his demonstrated
ability to successfully fuse his medical expertise to his business endeavors,
should prove quite valuable to ELAST Technologies, Inc. Also, Dr. Sheppard's
appointment, coupled with the recent appointment of Michael Davis, ensures
ELAST's full compliance with applicable corporate governance regulations,"
remarked ELAST Technologies, Inc.'s Senior Executive Vice President of Corporate
Affairs, Ted Hamilton.
In other company news, Thomas F. Krucker, President and CEO of ELAST
Technologies, announced that the financing from the Australian agreement,
entered into in June 1999, has been completed. Accordingly, ELAST Technologies,
Inc., received the remaining equity investment, one quarter million dollars
($250,000.00), from the Australian investment group, River Plate Securities,
thereby satisfying River Plate Securities' financial obligations under the
agreement. Mr. Krucker explained that investment funds, which total one half
million dollars ($500,000.00), will be used primarily for working capital needs,
including ELAST's aggressive efforts to complete the development of the ELAST
Device(TM) by Spring.
The licensing agreement calls for exclusivity in marketing of the ELAST
Device(TM) in Australia and New Zealand. According to Mr. Krucker, "River Plate
Securities, through its extensive contacts in Australia and more broadly,
internationally, is the consummate partner for the distribution of the ELAST
Device(TM) to the international medical community."
"This strategic partnership is only the first phase in building an
innovative medical diagnostics company." opined Nicholas Spencer of River Plate
Securities, "we are extremely excited about the possibilities presented by a
perfected allergy testing device - the applications for bio-voltage measurement
are enormous." Mr. Spencer also serves as a Director of ELAST Technologies, Inc.
River Plate Securities, intends to reorganize as ELAST Australia/Asia.
ELAST Technologies, Inc., is a research and development company whose
primary business is the identification and development of the applications for
the worldwide patents secured for its Electronic Allergo Sensitivity Test and
management software (the ELAST Device(TM)). THe ELAST Device(TM) is a
non-invasive, technologically advanced medical diagnostic tool that is being
designed to offer physicians immediate and more accurate diagnoses of allergies
and sensitivities without any of the pain or expense associated with currently
employed testing methods.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on behalf of the
undersigned, thereunto duly authorized.
ELAST TECHNOLOGIES, INC.
DATED: November 5, 1999 By: /s/ Thomas F. Krucker
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Thomas F. Krucker, President
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INDEX TO 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 INDENTURES
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.
(23) CONSENTS OF EXPERTS AND COUNSEL
Not Applicable.
(24) POWER OF ATTORNEY
Not Applicable.
(27) FINANCIAL DATA SCHEDULE
Not Applicable.
(99) ADDITIONAL EXHIBITS
Licensing and Investment Agreement
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HEADS OF AGREEMENT DATED 1999
BETWEEN ELAST TECHNOLOGIES INC., OF
("ETI")
AND RIVERPLATE SECURITIES PTY LTD ACN 002 992 690, of
or its nominee ("Riverplate")
1. The purpose of this Heads of Agreement ("HoA") is to set out the principal
aspects of an investment which Riverplate intends to make in ETI and a
license which ETI intends to grant to a nominee of Riverplate, intended to
be established and named Elast Technologies Australia Asia Pty Ltd or
similar ("ETAA"), on terms which the parties intend will be reflected in a
formal agreement to be entered into between them.
2. Riverplate will, upon the signing of this HoA, subscribe US$0.25 million
cash for 250,000 shares of US$1.00 each in ETI and 250,000 options in ETI.
In addition, upon the signing of this HoA, ETI will issue to Riverplate a
further 250,000 shares of US$1.00 each in ETI and 250,000 options in ETI
and Riverplate will pay for those additional shares and options a total
amount of US$0.25 million in accordance with a payment plan to be mutually
agreed having regard to ETI's capital requirements, budget plan and timing
of the proposed NASDAQ listing for ETI. All 500,000 shares in ETI will have
special registration rights which will ensure that they will be freely
tradable after the expiration of three months from their date of issue.
3. After the issue to Riverplate of the 500,000 shares and 500,000 options in
ETI referred to in paragraph 2 above, ETI will procure a consolidation of
all of its stock (including options) on the basis of a 5 for 1 reversal of
stock, reducing Riverplate's holding to 100,000 shares and 100,000 options.
4. The options in ETI referred to in paragraph 2:
(a) will be exercisable into fully paid shares in ETI on a one for one
basis at any time within 5 years after the date on which they are
issued at an exercise price (post consolidation of ETI stock) of
US$12.00 each:
(b) will be freely tradable after the expiration of three months from
their date of issue.
5. ETI will procure a listing of its stock and options on NASDAQ using
mutually agreed brokers and underwriters prior to December 1999.
6. Whilst it remains a stockholder in ETI, Riverplate shall have the right to
appoint and remove one director, and to nominate an alternate director
during any absences of that director.
7. Riverplate will participate and provide strategic and working input for the
business of ETI. That input will include such things as:
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(a) contributing to the development of business strategies, including
international strategic planning;
(b) development of corporate structures, particularly in relation to
international expansion;
(c) development of business operating models, including manufacturing, IT,
communications, customer service and distribution;
(d) assisting in the management of patent applications and registrations
and protection of patents generally;
(e) review, feedback and input into tester design and new model releases;
(f) involvement in tester design review and customer feedback.
8. ETI will grant to ETAA an exclusive licence in respect of its products for
Australia and New Zealand. The licence will be a licence to manufacture,
supply, sell and support all products of ETI or any of its associated
companies, including an electronic allergy sensitivity tester, in return
for a royalty of sales revenue or as otherwise mutually agreed. In
connection with that licence:
(a) ETI will provide product design specifications and advice in relation
to manufacturing the products, data processing and communications,
design and protocol and all other relevant and available business
information and processes.
(b) ETI will initially supply products requested by ETAA for sale by ETAA
on terms to be mutually agreed and set out in the licensing agreement.
(c) the initial term will be 10 years with ETAA having the right to extend
for 2 additional periods of 5 years each.
9. ETI and Riverplate will together in good faith consider, plan and negotiate
the terms on which ETI might grant to ETAA first options to take up
exclusive licences in respect of the Asian region and Europe (being
licences to manufacture, supply, sell and support all products of ETI or
any of its associated companies, including and electronic allergy products
of ETI or any of its associated companies, including and electronic allergy
sensitivity tester) and the timetable which will apply to the establishment
of the Asian region and European businesses.
10. In the event that ETI requires further capital, Riverplate will be given
the first right to provide that capital (but will be under no obligation to
do so).
11. The initial shareholders of ETAA will be David Mortimer, Peter Bradfield,
Ted Hamilton, Nick Spencer and Graham Kelly. It is the intention of the
parties that ETI will have a shareholding in ETAA via a share swap or as
otherwise mutually agreed.
12. Each of the parties shall keep in confidence all information of a material
and
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necessary to be provided to advisers and financiers in the course of
progressing the proposals contemplated in this HoA and except as required
by law.
Signed for and on behalf of ELAST Signed for and on behalf of Riverplate
Technologies Inc. Securities Pty Ltd.
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
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(Signature) (Signature)
/s/ PETER CALVIN BRADFIELD
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(Full name) (Full name)
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
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(Signature) (Signature)
/s/ [ILLEGIBLE]
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(Full name) (Full name)
