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): October 18, 1999
COMMISSION FILE NUMBER: ______________
Nevada Elast Technologies, Inc.
(State or other jurisidiction of (Exact name of registrant as specified in
incorporation or organization) its charter)
88-0380544
(I.R.S. Employer Identification No.)
2505 Rancho Bel Air, Las Vegas, Nevada 89107
(Address of principal executive offices) (Zip Code)
(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 October 18,
1999.
Las Vegas, NV, October 18, 1999 - ELAST Technologies, Inc., (OTC-BB: ESTG)
(www.elast.com) announced today the appointment of Michael Davis as a member of
its board of directors as well as the recapture of 1.5 million shares of ELAST
common stock.
Michael Davis, who holds an MBA from Harvard School of Business and an
Honors Degree in Economics and Business from Harvard College, has over fifteen
years of invaluable experience with emerging public companies. Mr. Davis is the
co-founder and co-owner of the highly successful automotive and industrial
chemical marketing firm PROLONG INTERNATIONAL CORP. (AMEX: PRL)
(www.prolong.com), and currently serves as International Consultant to the firm.
Mr. Davis also co-founded the biotech research and development company
GENE-CELL, INC. (OTC BB: GCLL) and currently serves as its Treasurer. GENE-CELL,
Inc., premiered the successful introduction of DNA into human stem cells via
microinjection.
ELAST Technologies, Inc., also announced today that its founder and the
Chairman of its Board of Directors, Robert D. Milne, M.D., has agreed to retire
1.5 million shares of ELAST's common stock in exchange for stock options of
equal value, priced at $1.68 per share. Consequently, the number of common
shares currently issued and outstanding will be reduced from approximately 8
million to approximately 6.5 million shares and Dr. Milne's ownership interest
will be reduced from approximately 28 percent to approximately 15 percent. On a
fully diluted basis there will be no change in the number of shares outstanding.
Discussing this day's announcements, Thomas F. Krucker, President ELAST
Technologies, Inc., enthusiastically remarked that "ELAST Technologies is indeed
fortunate to welcome Mr. Davis to its Board. Mr. Davis brings to ELAST's Board
of Director's a unique combination of entrepreneurial experience and skills and
we anticipate that he will have a remarkable impact on our Company's growth.
"Moreover, the retirement of 1.5 million shares of common stock should
serve to enhance ELAST's financial position and ability to raise the capital
necessary to further our research and development efforts, while it also
demonstrates the significant and continuing commitment made to ELAST by its
founder, Dr. Milne."
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 Electronic Allergo Sensitivity Testing system is a
non-invasive, technologically advanced medical diagnostic tool that will 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: October 21, 1999 By: /s/ Thomas F. Krucker
----------------------------------
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
None.
