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: October 6, 1998
BIOMUNE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-11472
Nevada 87-0380088
(State of Incorporation) (I.R.S. Employer Identification No.)
2401 South Foothill Drive, Salt Lake City, UT 84109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(801) 466-3441
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ITEM 5. Other Events
In February 1997, Biomune Systems, Inc. (the "Company" or the
"Registrant") declared that it would divest itself of its wholly owned
subsidiary Volu-Sol, Inc. ("Volu-Sol") in a dividend by which one share of
Volu-Sol Common Stock would be issued to each Biomune stockholder of record
as of March 5, 1997 for every 10 shares of Biomune Common Stock held by such
stockholder. In November 1997, Biomune declared a 1 for 10 reverse stock
split of its issued and outstanding shares. The divestiture of Volu-Sol was
effective as of October 1, 1997. Volu-Sol registered its Common Stock as a
class under Section 12(g) of the Exchange Act of 1934 by filing a Form 10 S-B,
which was declared effective by the SEC or became effective by operation of
law on December 1, 1997. On or about February 1, 1998, the first dividend
shares of Volu-Sol Common Stock were delivered to Biomune stockholders who had
been shareholders of record as of March 5, 1997.
Both Biomune and Volu-Sol were unaware that Nasdaq had announced
February 11, 1998 to be the ex-dividend date for the spin-off distribution,
notwithstanding the fact that Biomune had previously notified Nasdaq and
publicly announced that March 5, 1997 would be the ex-dividend date.
Consequently, holders of Biomune Common Stock as of February 11, 1998 were in
some cases informed that they would receive the dividend of one share Volu-Sol
Common Stock for each share of Biomune Common Stock held by them as of such
date.
After consultation with the NASD, parent of the Nasdaq Stock Market,
Biomune and Volu-Sol have agreed to issue additional shares of Volu-Sol Common
Stock as part of the original dividend announced March 5, 1997, to cover (a)
the dividend in Volu-Sol that technically inured to the benefit of the holders
of the Company's Common Stock issued between March 5, 1997 and February 11,
1998 by reason of the Nasdaq action; and (b) short positions held by accounts
which purchased the Company's Common Stock after March 5, 1997 and before
February 11, 1998, which were purchases from accounts not then held in "street
name" and which did not, therefore, by operation of Depository Trust
procedures, send on the Volu-Sol dividend shares when they were physically
received. Street name accounts were electronically credited with the dividend
shares. Immediately prior to the issuance of such additional dividend shares,
Volu-Sol had 2,111,216 shares of Common Stock issued and outstanding. The
number of additional shares to be issued as part of the dividend is not
expected to exceed 3,500,000 shares. The issuance of the additional dividend
shares will not change the number of shares of Biomune Common Stock issued and
outstanding.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report, as amended, to be signed on its behalf
by the undersigned thereunto duly authorized.
BIOMUNE SYSTEMS, INC.
(Registrant)
By: /s/ Michael G. Acton
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Michael G. Acton
Date: October 6, 1998 Chief Executive Officer
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