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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-K/A
AMENDMENT NO. 2 TO
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.)
SUITE 500, PARK PLACE, 666 BURRARD STREET,
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 2X81A
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(Address of principal executive offices) (Zip Code)
(604) 669-0555
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(Registrant's telephone number, including area code)
1A - 3033 KING GEORGE HIGHWAY, SURREY, BRITISH COLUMBIA, CANADA V4P 1B8
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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
September 8, 2000, 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 would 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.
On November 21, 2000, the Registrant completed its secondary investment
in Prion after Prion established research collaborations with three major
research institutes in the United States. In exchange for an investment of One
Million Dollars ($1,000,000), the Registrant received one million (1,000,000)
shares of Prion Common Stock. The Registrant announced the details of Prion's
research collaborations in a press release on November 30, 2000.
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 have been filed as
Exhibits 99.1 and 99.2, respectively, to this Current Report. The press release
described in the first paragraph of this Item 2 has been filed as Exhibit 99.3
to this Current Report. The press release dated November 30, 2000, is being
filed herewith as Exhibit 99.5 to this Amendment No. 2 to 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
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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
An unaudited balance sheet as of September 30, 2000, and an
unaudited pro forma statement of operations for the nine-month
period ended September 30, 2000, and the notes thereto,
reflecting the initial investment, have been filed as Exhibit
99.4. By an amendment to this Report to be filed as soon as
practicable, the Registrant plans to submit such pro forma
information reflecting the second investment.
(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.
(incorporated by reference to the like-numbered
exhibit to the Registrant's Current Report on Form
8-K, filed on September 25, 2000).
99.2 Warrant, dated September 8, 2000, issued by
Prion Development Laboratories, Inc., in favor of
BioLabs, Inc. (incorporated by reference to the
like-numbered exhibit to the Registrant's Current
Report on Form 8-K, filed on September 25, 2000).
99.3 Press Release, dated September 25, 2000
(incorporated by reference to the like-numbered
exhibit to the Registrant's Current Report on Form
8-K, filed on September 25, 2000).
99.4 Unaudited pro forma financial statements as of
and for the nine-month period ended September 30,
2000, and notes thereto (incorporated by reference
to the like-numbered exhibit to the Registrant's
Amendment No. 1 to Current Report on Form 8-K,
filed on November 22, 2000).
99.5 Press Release, dated November 30, 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 6, 2000 BIOLABS, INC.
/s/ Linda Allison
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Dr. Linda Allison
Chief Executive Officer
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
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99.1 Investment Agreement, dated September 8,
2000, by and among Prion Developmental
Laboratories, Inc., Efoora, Inc., and BioLabs,
Inc. (incorporated by reference to the
like-numbered exhibit to the Registrant's
Current Report on Form 8-K, filed on September
25, 2000).
99.2 Warrant, dated September 8, 2000, issued by
Prion Development Laboratories, Inc., in favor
of BioLabs, Inc. (incorporated by reference to
the like-numbered exhibit to the Registrant's
Current Report on Form 8-K, filed on September
25, 2000).
99.3 Press Release, dated September 25, 2000
(incorporated by reference to the
like-numbered exhibit to the Registrant's
Current Report on Form 8-K, filed on September
25, 2000).
99.4 Unaudited pro forma financial statements as of
and for the nine-month period ended September
30, 2000, and notes thereto (incorporated by
reference to the like-numbered exhibit to the
Registrant's Amendment No. 1 to Current Report
on Form 8-K, filed on November 22, 2000).
99.5 Press Release, dated November 30, 2000.
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