UNITED STATES
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 9, 2000
BioDelivery Sciences International, Inc.
(Exact name of Registrant as specified in charter)
Indiana 0-28931 35-2089858
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
111, Lock Street, Newark, NJ 07103
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (973) 972-0324
MAS Acquisition XXIII Corp.
17 N. Governor Street, Evansville, IN 47711
(Former name or former address, if changed, since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
A change in control of our Company occurred on October 9, 2000 pursuant to
the terms and conditions of a Contribution Agreement dated June 30, 2000 between
BioDelivery Sciences International, Inc., an Indiana corporation (the "Company")
and Subscribers (the "Hopkins Capital Group"), listed in Exhibit 1.0 of the
Contribution Agreement. We entered into the Agreement whereby we agreed to
exchange 15,000,000 shares of our common stock for the properties listed in
Exhibit 1.1 of the Contribution Agreement. The shares of our common stock
will be issued to the individuals in the amounts specified in Exhibit 1.0 of
the Contribution Agreement. After the exchange, we will have a total of
15,350,000 shares of common stock outstanding.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
We have entered into an Agreement with BioDelivery Sciences International,
Inc., a New Jersey corporation (the "BDS") on September 5, 2000, whereby BDS
agreed to sell and transfer to us shares which represents 80% of BDS stock at a
purchase price of $15,000,000 with the following payment terms:
1) $1,000,000 in cash at closing.
2) $14,000,000 of promissory notes bearing interest at 8% per annum payable in
installments through December 2002.
ITEM 5. OTHER EVENT.
We have filed on September 18, 2000 an Article of Amendment amending our
Articles of Incorporation changing the name of our company to BioDelivery
Sciences International, Inc.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
As a result of the Contribution Agreement, we have accepted the resignation of
Aaron Tsai, our sole Director and Officer, as of October 9, 2000, and appointed
Dr. Frank O'Donnell as Chairman, President and Director and Samuel S. Duffey as
Director.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
(i) Audited financial statements of BioDelivery Sciences, Inc., for the
year ended December 31, 1999 and the nine month period ended September 30,
2000.
(To be filed by amendment)
(ii) Unaudited combined financial statement of BioDelivery Sciences, Inc.
and BioDelivery Sciences International, Inc. for the nine month period ended
September 30, 2000
(To be filed by amendment)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
BioDelivery Sciences International, Inc. (f/k/a/ Mas Acquisition XXIII Corp)
Date: October 12, 2000
By: /s/ Dr. Frank O'Donnell/
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Dr. Frank O'Donnell
President
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EXHIBITS
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<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT
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<S> <C>
2.1 Contribution Agreement dated June 30, 2000 between MAS
Acquisition XXIII Corp. and Hopkins Capital Group.
2.2 Stock Purchase Agreement dated September 5, 2000 between
MAS Acquisition XXIII Corp. and BioDelivery Sciences, Inc.
3.1 Articles of Amendment of The Article of Incorporation
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EXHIBIT 2.1 Contribution Agreement dated June 30, 2000 between MAS
Acquisition XXIII Corp. and Hopkins Capital Group.
(To be filed by amendment)
EXHIBIT 2.2 Stock Purchase Agreement dated September 5, 2000 between
MAS Acquisition XXIII Corp. and BioDelivery Sciences, Inc.
(To be filed by amendment)
EXHIBIT 3.1 Articles of Amendment of The Article of Incorporation
ARTICLES OF AMENDMENT OF THE SUE ANNIE GILROY
ARTICLES OF INCORPORATION SECRETARY OF STATE
State form 38333 (R8 / 12-96) CORPORATIONS DIVISION
Approved by State Board of Accounts 1995 302 W. Washington St., Rm.E018
Indianapolis, IN 46204
Telephone: (317) 232-6576
INSTRUCTIONS: Use 8 1/2" x 11" white paper Indiana Code 23-138-1 et seq.
for inserts.
Present original and two copies Filing Fee: $30.00
to address in upper right hand
corner of this
Please TYPE of PRINT
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
Name of Coporation Date of incorporation
MAS Acquisition XXIII Corp. January 6, 1997
The undersigned officers of the above referenced Corporation (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of:
(indicate appropriate act)
X Indiana Business Indiana Professional
Coporation Law Corporation Act of 1983
as amended (hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating amendment of certain provisions of its
Articles of Incorporation, certify the following facts:
ARTICLE I Amendment(s)
The exact text of Article(s) I of the Articles
(NOTE: If amending the name of corporation, write Article "I" in space
above and write "The name of the Corporation is ----------," below.)
The name of the corporation is BioDelivery Sciences International, Inc.
ARTICLE II
Date of each amendment's adoption:
September 18, 2000
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ARTICLE III
Mark applicable section: NOTE - Only in limited situations does Indiana law
permit an Amendment without shareholder approval. Because a name change
requires shareholder approval, Section 2 must be marked and either A or B
completed.
SECTION 1 This amendment was adopted by the Board of Director or
incorporators and shareholder action was not required.
X SECTION 2 The shareholders of the Corporation entitled to vote in
respect to the amendment adopted the proposed amendment. The
amendment was adopted by: (Shareholder approval may be by
either A or B.)
A. Vote of such shareholders during a meeting called by the
Board of Directors. The result of such vote is as
follows:
8,519,900 Shares entitled to vote
8,250,000 Number of shares represented at the meeting
8,250,000 Shares voted in favor
0 Shares voted against
B. Unanimous written consent executed on June 12, 2000 and
signed by all shareholders entitled to vote.
ARTICLE IV Compliance with Legal Requirements
The manner of the adoption of the Articles of Amendment and the vote by which
they were adopted constitute full legal compliance with the provisions of the
Act, the Articles of Incorporation, and the By-Laws of the Corporation.
I hereby verify, subject to penalties of perjury, that the statements contained
herein are true, this 15th day of September, 2000.
Signature of current officer or Printed name of officer or
chairman of the board chairman of the board
/s/ Aaron Tsai Aaron Tsai
Signature's Title
President
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