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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
September 8, 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.)
1A - 3033 King George Highway, Surrey, British Columbia, Canada V4P 1B8
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(Address of principal executive offices) (Zip Code)
(604) 542-0820
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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 PRION DEVELOPMENTAL LABORATORIES, INC.
On September 25, 2000, BioLabs, Inc. (the "Registrant") announced
that it had made an investment in Prion Developmental Laboratories, Inc., a
Maryland corporation ("Prion"), pursuant to an Investment Agreement, dated as
of September 8, 2000 (the "Investment Agreement"), by and among Prion,
Efoora, Inc., a Delaware corporation and the parent company of Prion
("Efoora"), and the Registrant. The Registrant invested One Million Ten
Dollars ($1,000,010.00) on the date of the transaction, and committed to
invest a further One Million Dollars ($1,000,000.00) on the later to occur of
September 30, 2000, and Prion's execution of research agreements with certain
universities, upon the condition that such research agreements be executed no
later than December 30, 2000. In return for its initial investment, the
Registrant received from Prion one million (1,000,000) shares of Prion common
stock, $0.00001 par value ("Prion Common Stock") at a price per share of One
Dollar ($1.00), and a warrant (the "Prion Warrant") to purchase an additional
one million shares of Prion Common Stock at an exercise price of Forty Cents
($0.40) per share. In return for its secondary investment, the Registrant
will receive an additional One Million Shares of Prion Common Stock.
The Investment Agreement also grants to the Registrant the right to
receive warrants to purchase up to an additional One Million (1,000,000)
shares of Prion Common Stock at any time until March 8, 2001, such warrant to
contain terms and conditions identical to the Prion Warrant, except that the
purchase price and duration of such warrant, and the exercise price at which
the underlying shares of Prion Common Stock may be purchased, shall be as
mutually agreed at the time such right is exercised.
The Prion Warrant is exercisable until March 8, 2002, and may, at
the Registrant's option, be exchanged for a warrant to purchase One Million
(1,000,000) shares of the common stock of Efoora, on terms and conditions
otherwise identical to those contained in the Prion Warrant.
Prion is engaged in the business of developing rapid diagnostic
assays for the detection of prion disease in humans, animals, food and
related products and byproducts.
The Investment Agreement and the Prion Warrant are being filed
herewith as Exhibits 99.1 and 99.2, respectively, to this Current Report. The
press release described in the first paragraph of this Item 2 is being filed
herewith as Exhibit 99.3 to this Current Report. The Exhibits are
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 Prion 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
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The Pro Forma Financial Information of Prion required to
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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99.1 Investment Agreement, dated September 8, 2000,
by and among Prion Developmental Laboratories,
Inc., Efoora, Inc., and BioLabs, Inc.
99.2 Warrant, dated September 8, 2000, issued by
Prion Development Laboratories, Inc., in favor
of BioLabs, Inc.
99.3 Press Release, dated September 25, 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: September 22, 2000 BIOLABS, INC.
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E. Greg McCartney
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 Investment Agreement, dated September 8,
2000, by and among Prion Developmental
Laboratories, Inc., Efoora, Inc., and
BioLabs, Inc.
99.2 Warrant, dated September 8, 2000, issued
by Prion Developmental Laboratories, Inc.,
in favor of BioLabs, Inc.
99.3 Press Release, dated September [ ], 2000.
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