SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 20, 1997
Date of Report (Date of earliest event reported)
Mediscience Technology Corporation
(Exact name of Registrant as specified in its Charter)
New Jersey 0-7405 22-1937826
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
1235 Folkestone Way, Cherry Hill, New Jersey 08034
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(Address of principal executive offices) (Zip Code)
(609) 428-7952
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report)
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Item 5 - Other Materially Important Events
On October 20, 1997 Registrant entered into a 90 day "no shop"
agreement with SpectRx, Inc. Norcross GA.(NASDQ/SPRX) a developer of products
for less invasive and painless alternatives to blood tests for glucose
monitoring, diabetic screening, and infant jaundice based on proprietary
technology for the consideraton of two hundred thousand (200,000 dollars). This
will enable discussions towards a merger, joint venture licensing or other
substantial collaboration with Registrant by accessing Registran's United States
and Japanese patent portfolio and research capabilities for both corporate and
world-wide synergy. (MTC/SpectRx agreement attached and made a part hereof as
Exhibit A).
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EXHIBIT A
October 20, 1997
Mediscience Technology Corp.
1235 Folkestone Way
Cherry Hill, New Jersey 08034
Gentlemen:
In order to further our current discussions regarding a potential
business relationship between Mediscience Technology Corp. (the "Company") and
SpectRx, Inc. ("SpectRx"), we propose the following terms anad conditions:
1. Contemporaneously herewith, SpectRx will pay to the Company the
non-refundable sum of $200,000 (the "Earnest Money") in consideration of the
covenants and agreements of the Company herein.
2. For a period of ninety (90) days from the date hereof, the Company
shall not, and shall not authorize or permit any officer, director or employee
of, or any financial advisor, attorney, accountant or other advisor or
representative retained by the Company to, solicit, initiate, encourage
(including by way of furnishing information), endorse or enter into any
agreement with respect to, or take any other action to facilitate, or hold any
discussions in respect of, any inquiries or the making or receiving of any
proposal that constitutes, or may reasonably be expected to lead to, any
Transaction Proposal (as hereinafter defined). The Company shall immediately
advise SpectRx orally and in writing of any Transaction Proposal or any
inquiries or discussions with respect thereto. During such period, neither the
Board of Directors of the Company nor any committee thereof shall approve or
recommend, or propose to approve or recommend, any Transaction Proposal. The
Company will immediately notify SpectRx if any such inquiries or proposals are
received by, any such informaiton is requested from, or any such negotiations or
discussions are sought to be initiated or continued with the Company and shall
promptly, but in any event within two (2) business days of receipt, furnish to
SpectRx a copy of any such written proposal or a written summary of any such
oral proposal. As used in this Letter Agreement, "Transaction Proposal" shall
mean any tender or exchange offer, or proposal, other than a proposal by SpectRx
or any of its affiliates, for a merger, share exchange or other business
combination involving the Company or any proposal or offer to acquire in any
manner an equity interest in the Company or all or any portion of the assets of
the Company or to license all or any rights or properties of the Company.
3. Neither the Company nor SpectRx will, for a period of one (1) year
from the date hereof, (i) acquire, offer to acquire, or agree to acquire,
directly or indirectly, by purchase or otherwise, any voting securities or
direct or indirect rights or options to acquire any voting securities of the
other party (unless approved by the Board of Directors of the other party), (ii)
make, or in any way participate, directly or indirectly, in any "solicitation"
of any "proxy" to vote (as such terms are used in the proxy rules of the
Securities and Exchange Commission) or seek to advise or influence any person or
entity with respect to the voting of any voting securities of the other party,
(iii) form,
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Mediscience Technology Corp.
October 20, 1997
Page 2
join in or in any way participate, directly or indirectly, in a "group" within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, with respect to any voting securities of the other party, or (iv)
otherwise act, alone or in concert with others, directly or indirectly, to seek
control or influence or assist other to seek to control or influence the
management, Board of Directors, or policies of the other party.
4. The Company covenants and agrees to negotiate in good faith with
SpectRx concerning a possible buisness relationship between the Company and
SpectRx which may include a purchase of equity interests, merger or purchase or
license of assets, rights or properties. In the event such a business
relationship is agreed upon and definitive documentation is executed by the
Company and SpectRx in respect thereof, SpectRx shall receive a credit for (and
equal to) the Earnest Money against any considerations owed to the Company
pursuant thereto. Neither the Company nor SpectRx shall have any obligation with
respect to such a transaction unless and until such definitive documentation is
executed.
5. SpectRx has relied upon the opinion of Kriegsman & Kriegsman dated
May 29, 1997, relative to certain patent rights of the Company, and its review
of the Company's publicly filed documents, in entering into this Letter
Agreement and paying the Earnest Money. Mediscience has relied upon the
transmittal letter dated October 16, 1997 from Mark Samuels, CEO/SpectRx i
entering this letter agreement.
6. The terms and conditions of that certain Confidentiality Agreement
executed by the Company and Spectrx as of September 28, 1997 and October 14,
1997, respectively, is hereby reaffirmed and remains in full force and effect.
7. This Letter Agreement may be executed in one or more counterparts,
each of which shall constitute an original.
8. This Letter Agreement shall be governed by the laws of the State of
Georgia.
If you agree with the contents of this Letter Agreement, please
indicate your acceptance by signing a duplicate copy and returning it to the
undersigned.
AGREED AND ACCEPTED: Very truly yours,
MEDISCIENCE TECHNOLOGY CORP. SPECTRX, INC.
By: s/sPeter Katevatis By: s/sMark Samuels
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Peter Katevatis Mark Samuels
Title: President/CEO Title: CEO
