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 EARLIEST REPORTED EVENT - MARCH 31, 1999
BIO RESPONSE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-9201 59-3453151
(State or other jurisdiction of(Commission (IRS Employer
incorporation or organization)File Number) Identification Number)
1612 N. OSCEOLA
CLEARWATER, FLORIDA 33755
(Address of Registrant's principal executive offices)
(727) 443-3434
(Registrant's telephone number, including area code)
(727) 443-5340
(Registrant's facsimile number, including area code)
(Former name or former address, if changed since last report)
ITEM 5.
OTHER EVENTS
Reverse Split and Increase in Authorized Capital
On March 31, 1999, the Corporation filed an amendment to its
Certificate of Incorporation that will, effective at 5:00 p.m.
EST on April 2, 1999 (a) effect a reverse stock split in the
ratio of one (1) new share for every thirty-two (32) shares of
common stock then issued and outstanding; and (b) increase its
authorized capital stock to 25,000,000 shares of $0.004 par value
Common Stock and 5,000,000 shares of $0.004 par value preferred
stock. Each of the foregoing amendments was approved at a meeting
of the Corporation's stockholders that was duly called, noticed
and held on March 10, 1997, and finalized on July 29, 1997, 1
after several adjournments of less than 30 days each.
No fractional shares will be issued in connection with the
reverse split and all calculations that would result in the
issuance of a fractional share will be rounded up to the nearest
whole number. In addition, no stockholder who was the beneficial
owner of at least 100 shares of the $.004 par value common stock
("Old Common") on the date of the Amendment, will receive fewer
than 100 shares of the post-consolidation common stock ("New
Common") of the Corporation in connection with the implementation
of the reverse split and all calculations that would result in
the issuance of fewer than 100 shares of Common Stock to such a
stockholder will be rounded up to 100 shares. As a result of the
amendment, the 9,176,554 issued and outstanding shares of the
Corporation's Common Stock will be consolidated into
approximately 300,000 shares effective 5:00 p.m. EST on April 2,
1999.
The New Common will be listed on the OTC Bulletin Board under
the symbol "BRSPD" and open for trading on Monday, April 5, 1999.
All registered holders of certificates for shares of Old Common
will be requested to forward their certificates to the
corporation's transfer agent, together with a completed and
executed letter of transmittal, in order to receive the shares of
New Common of to which they are entitled.
Issuance of Additional Securities
On the effective date of the Amendment, or as soon thereafter
as practicable (a) 200,000 shares of Common Stock will be issued
to Capston Network Company pursuant to the Plan of Reorganization
previously approved by the Company's stockholders, and (b)
certain financial consultants, attorneys and other professionals
involved in the development and implementation of the plan of
reorganization will receive 300,000 shares of common stock.
Taking all of the foregoing into account, there will be
approximately 800,000 post-consolidation shares of the Company's
Common Stock issued and outstanding.
ITEM 7.
Financial Statements and Exhibits
(c) Exhibits.
3.1 Amendment to the Certificate of Incorporation of Bio Response, Inc.
dated March 31, 1999
4.1 Specimen Certificate for shares of the
Corporation's $0.004 par value Common Stock
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, thereunto duly authorized.
Bio Response, Inc
April 2, 1999
By: /s/
Sally A. Fonner, Chief Executive Officer
_______________________________
1
Restated Certificate of Incorporation-Page
AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
Bio Response, Inc.
Bio Response, Inc. (the "Corporation"), pursuant to the
requirements of the General Corporation Law of the State of
Delaware, as amended, ("GCLD"), hereby certifies:
1. The Amendment to the Certificate of Incorporation set
forth herein was duly adopted in a resolution of the
Corporation's Board of Directors, submitted to the
Corporation's stockholders for their approval, and approved
by a majority vote of the Corporation's stockholders at a
meeting called, noticed and held on the 10th day of March
1997.
2. The number of shares of the Corporation outstanding at the
time of such adoption and the number of shares entitled to vote
thereon was NINE MILLION, ONE HUNDRED SEVENTY-SIX THOUSAND FIVE
HUNDRED FIFTY-FOUR (9,176,554) shares of common stock (the
"Common Stock"). The holders of FIVE MILLION, THIRTY-NINE
THOUSAND, NINE HUNDRED THIRTY-FOUR (5,039,934 shares) of Common
Stock were present at the meeting in person or by proxy and each
of the amendments set forth herein was approved by the holders of
a majority of the Corporations' issued and outstanding shares of
Common Stock.
3. The effective date and time of the Certificate of Amendment
shall be 5 p.m. EST on April 2, 1999.
4. The provisions of the original Certificate of
Incorporation and all subsequent amendments thereto are
hereby superseded by the following amendments:
ARTICLE IV
AUTHORIZED CAPITAL
The Corporation shall be authorized to issue a total of
Thirty Million (30,000,000) shares of capital stock which shall
be subdivided into classes as follows:
(a)Twenty-five Million (25,000,000) shares of the Corporation's
capital stock shall be denominated as Common Stock, have a
par value of $.004 per share, and have the rights, powers and
preferences set forth in this paragraph. The Holders of
Common Stock shall share ratably, with all other classes of
common equity, in any dividends that may, from time to time,
be declared by the Board of Directors. No dividends may be
paid with respect to Corporation's Common Stock, however,
until dividend distributions to the holders of Preferred
Stock, if any, have been paid in accordance with the
certificate or certificates of designation relating to such
Preferred Stock. The holders of Common Stock shall share
ratably, with all other classes of common equity, in any
assets of the Corporation that are available for distribution
to the holders of common equity securities of the Corporation
upon the dissolution or liquidation of the Corporation. The
holders of Common Stock shall be entitled to cast one vote
per share on all matters that are submitted for a vote of the
stockholders. Effective at 5:00 p.m. EST on April 2,1999, and
without any further action by the holders the Common Stock of
the Corporation, the NINE MILLION, ONE HUNDRED SEVENTY-SIX
THOUSAND FIVE HUNDRED FIFTY-FOUR (9,176,554) issued and
outstanding shares of the Corporation's Common Stock shall
consolidated or "reverse split" in the ratio of one (1) new
share for every thirty-two (32) shares currently held by a
stockholder so that the total issued and outstanding capital
stock of the Corporation shall consist of THREE HUNDRED
THOUSAND (300,000) shares, more or less. No fractional shares
shall be issued in connection with the reverse split and all
calculations that would result in the issuance of a
fractional share shall be rounded up to the nearest whole
number. In addition, no stockholder who was the beneficial
owner of at least 100 shares on the effective date of this
Amendment shall receive fewer than 100 shares of the $.004
par value Common Stock of the Corporation in connection with
the implementation of the reverse split and all calculations
that would result in the issuance of fewer than 100 shares of
Common Stock to such a stockholder shall be rounded up to 100
shares.
(b)Five Million (5,000,000) shares of the Corporation's
authorized capital stock shall be denominated as Preferred
Stock, par value of $.004 per share. Shares of Preferred
Stock may be issued from time to time in one or more series
as the Board of Directors, by resolution or resolutions, may
from time to time determine, each of said series to be
distinctively designated. The voting powers, preferences and
relative, participating, optional and other special rights,
and the qualifications, limitations or restrictions thereof,
if any, of each such series of Preferred Stock may differ
from those of any and all other series of Preferred Stock at
any time outstanding, and the Board of Directors is hereby
expressly granted authority to fix or alter, by resolution or
resolutions, the designation, number, voting powers,
preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and
restrictions thereof, of each such series of Preferred Stock.
Dated March 24, 1999.
By:
_/s/_________________
Sally A. Fonner,
President and Sole
Director
BIO-RESPONSE, INC
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 090575 30 91
NUMBER: NB _______________
SHARES _________________
[See reverse side for certain definitions]
This certifies that __________________ is the owner of
___________________
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE
PAR VALUE OF FOUR-TENTHS OF ONE CENT ($0.004) EACH of BIO-
RESPONSE, INC., transferable on the books of the Corporation
by the holder hereof in person or by attorney upon surrender
of this certificate properly endorsed. This certificate is
not valid until countersigned and registered by the Transfer
Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Dated:
Secretary: /s/ Sally Fonner
President: /s/ Sally Fonner
Countersigned and Registered: CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, Jersey City, NJ - Transfer Agent and
Registrar authorized officer [signature]
CORPORATE SEAL: BIO-RESPONSE, Inc., 1972, Delaware.
REVERSE SIDE:
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws
or regulations:
TEN COM - as tenants in common; TEN ENT - as tenants by the
entireties; JT TEN - as joint tenants with right of
survivorship and not as tenants in common; UNIF GIFT MIN ACT
- - __[cust]______custodian, _[minor]_ under Uniform Gifts to
Minors Act (state name). Additional abbreviations may also
be used though not in the above list.
FOR VALUE RECEIVED, [seller's name] hereby sell, assign and
transfer unto ____________________ [social security number
or other identifying number of assignee; printed name and
address of assignee, including zip code] Shares of the
Common Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint ____________
Attorney to transfer the said stock on the books of the
within-named Corporation with full power of substitution in
the premises.
Dated:
Signature:
Notice: The signature to this assignment must correspond
with the name as written upon the face of the certificate in
every particular, without alteration or enlargement or any
change whatever.
_______________________________
1CUSIP
