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: March 10, 1998
WASATCH PHARMACEUTICAL, INC.
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(Exact name of registrant as specified in its charter)
UTAH 000-22899 84-0854009
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(State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
of incorporation)
714 East 7200 South, Midvale, Utah 84047
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(Address of principal executive office)
Registrant's telephone number, including area code: (801) 566-9688
N/A
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Summary
On February 23, 1998, Wasatch Pharmaceutical, Inc., a Utah corporation
(the "Company"), entered into an agreement (the "Agreement") with Mountaineer
Gas Transmission, Inc., a Nevada corporation, registered to do business in West
Virginia ("Mountaineer"), wherein the Company exchanged its 25% working interest
in 50 gas wells located in Pleasants, Wood, and Ritchie Counties, West Virginia.
In connection with the exchange of the working interest with Mountaineer, the
Company received 1,800,000 shares of restricted common stock of the Company
which was returned to the treasury and canceled.
The Company had entered into the purchase of these 50 gas wells
November 20, 1996 in an effort to enhance its cash flows. The cash flows did not
come as expected and the Company determined that an investment in the oil and
gas business did not fit in with its long term strategy of setting up and
operating medical skin care clinics.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
(b) (1) Pro Forma Financial Statements
The pro forma financial statements required to be filed pursuant to
this subsection will be supplied when available, but not later than 60 days from
the date of this filing.
(c) (1) Exhibits. The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
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10.01 10 Agreement between Mountaineer Gas
Transmission, Inc. and Wasatch
Pharmaceutical, Inc., dated February 23, 1998 This filing
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
WASATCH PHARMACEUTICAL, INC.
Date: March 10, 1998 /s/ David K. Giles
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David K. Giles, Secretary
AGREEMENT
THIS AGREEMENT is made and entered into this 23rd day of February, 1998, by and
among Mountaineer Gas Transmission, Inc., whose address is 408 37th Street,
Parkersburg, West Virginia 26101, hereinafter referred to as ("MGT"), and
Wasatch Pharmaceutical, Inc., whose address is 714 East 7200 South, Midvale,
Utah 84047, hereinafter referred to as ("WASP").
W I T N E S S E T H
WHEREAS, WASP is the owner of a twenty-five percent interest in certain gas
properties located in West Virginia, as shown in Exhibit A of this agreement;
and,
WHEREAS, MGT wishes to purchase the afore mentioned gas properties with common
stock of WASP.
NOW THEREFORE the parties agree as follows.
1. MGT will provide WASP with the Assignments for the assignment of interest
of twenty-five percent of the working interest of the gas properties.
2. WASP will execute the Assignments (sign and notarize each Assignment) and
return the assignments to MGT via overnight courier.
3. Upon receipt of the executed assignments, MGT will forward to WASP one
million eight hundred thousand shares of Wasatch Pharmaceutical, Inc. issued to
International Casualty and Surety Co., Ltd. As shown in Exhibit B of this
agreement. MGT will deliver the shares same day via overnight courier upon
receipt of the executed Assignments.
By the execution and completion of this Agreement, Mountaineer Gas Transmission,
Inc. will forgive any costs associated with the operation of the afore mentioned
gas wells from the original purchase of the properties, plus any past or future
liabilities, to the current date.
This is the entire agreement, any changes, modifications, or amendments must be
made in writing, agree by both parties.
This Agreement will be deemed to have been construed and delivered in the State
of West Virginia and governed by the laws of the State of West Virginia.
MOUNTAINEER GAS TRANSMISSION, INC. WASATCH PHARMACEUTICAL, INC.
/s/ Tyghe Williams /s/ Gary V. Heesch
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BY: TYGHE WILLIAMS, PRESIDENT BY: GARY V. HEESCH, CHAIRMAN
