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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DECEMBER 5, 2000
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(Date of earliest event reported)
BIOLABS, INC.
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(Exact name of Registrant as specified in charter)
NEW YORK 000-30252 98-0163232
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
SUITE 500, PARK PLACE, 666 BURRARD STREET,
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 2X8
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(Address of principal executive offices) (Zip Code)
(604) 608-1000
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed, since last report.)
Page 1 of 4 Pages
Exhibit Index on Page 4
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ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS.
ACQUISITION OF INTERESTS IN BIOTHERAPIES, INC. AND BIOMED
TECHNOLOGIES, LLC
On December 5, 2000, BioLabs, Inc. (the "Registrant") entered into a
Purchase and Sale Agreement by and among the Registrant, DynaMed, Inc., a
privately-held Washington corporation ("DynaMed"), Antony Dyakowski
("Dyakowski"), Elio Guglielmi ("Guglielmi"), Kevin O'Farrell ("O'Farrell"), and
Roberta Soon ("Soon"), all of whom are accredited investors. The Registrant
issued one million one hundred thousand (1,100,000) shares of its common stock
("Common Shares") as follows: nine hundred sixty three thousand fifty one
(963,051) Common Shares to DynaMed, ninety five thousand three hundred thirty
three (95,333) Common Shares to Dyakowski, eleven thousand four hundred fifty
eight (11,458) Common Shares to Guglielmi, and thirty thousand one hundred fifty
eight (30,158) Common Shares to O'Farrell and Soon, jointly. The Registrant also
transferred to DynaMed, eight hundred thousand (800,000) shares of Preferred
Class "C" stock in ID Certify, Inc., a Washington corporation ("ID Certify"), a
warrant to purchase one hundred sixty thousand (160,000) shares of common stock
of ID Certify and a cash payment of Fifty Thousand Dollars ($50,000).
The Registrant received one hundred thousand (100,000) common shares
of stock in BioTherapies, Inc., a Michigan corporation ("BioTherapies") from the
above parties as follows: ninety thousand nine hundred eighteen (90,918) common
shares from DynaMed, six thousand three hundred twenty two (6,322) common shares
from Dyakowski, seven hundred sixty (760) common shares from Guglielmi and two
thousand (2,000) common shares from O'Farrell and Soon, jointly. The Registrant
also received from DynaMed, its fifty percent (50%) interest in BioMed
Technologies, a Washington limited liability company ("BioMed"), including,
without limitation, DynaMed's interest in an agreement dated September 15, 1998,
by and among BioTherapies, DynaMed and Dr. Paul R. Ervin, Jr.
The Purchase and Sale Agreement is being filed herewith as Exhibit
99.1 to this Current Report. The Exhibit is incorporated herein by reference.
ITEM 5. OTHER EVENTS.
On December 18, 2000, BioLabs, Inc. announced that it was approved for
trading on the American Stock Exchange. It will trade under the symbol GBI.
The press release is being filed herewith as Exhibit 99.2 to this
Current Report. The Exhibit is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENT OF BUSINESS ACQUIRED
The historical Financial Statements of BioTherapies, Inc.
required to be filed under this Item are not available at this
time and, accordingly, are not included herein. By an amendment
to this Report to be filed as soon as practicable, the Registrant
plans to submit such financial statements.
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The historical Financial Statements of BioMed Technologies, LLC
required to be filed under this Item are not available at this
time and, accordingly, are not included herein. By an amendment
to this Report to be filed as soon as practicable, the Registrant
plans to submit such financial statements.
(b) PRO FORMA FINANCIAL INFORMATION
The Pro Forma Financial Information of the Registrant required to
be filed under this Item is not available and, accordingly is not
included herein. By an amendment to this Report to be filed as
soon as practicable, the Registrant plans to submit such pro
forma information.
(c) EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Purchase and Sale Agreement, dated December 5,
2000, by and among BioLabs, Inc., DynaMed, Inc.,
Antony Dyakowski, Elio Guglielmi, Kevin O'Farrell,
and Roberta Soon.
99.2 Press Release dated December 18, 2000.
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SIGNATURES
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.
Date: December 20, 2000 BIOLABS, INC.
/s/ LINDA ALLISON
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Linda Allison, Ph.D.
President and Chief Executive Officer
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
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<S> <C> <C>
99.1 Purchase and Sale Agreement, dated December
5, 2000, by and among BioLabs, Inc.,
DynaMed, Inc., Antony Dyakowski, Elio
Guglielmi, Kevin O'Farrell, and Roberta
Soon.
99.2 Press Release dated December 18, 2000.
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