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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) February 5, 1997
NU-TECH BIO-MED, INC.
(Exact Name of Registrant as specified in charter)
Delaware 0-11772 25-1411971
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
500 Fifth Avenue, Suite 2424 New York, New York 10036
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 391-2424
55 Access Road Warwick, Rhode Island 02886
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
Effective on February 5, 1997 the Company withdrew its Registration
Statement on Form S-3 (File No.333-17857) as previously filed on December 16,
1997 with the Securities and Exchange Commission. The Form S-3 had been filed
to register the shares of Common Stock issuable upon conversion of the
Company's 14,000 issued and outstanding shares of Series A Preferred Stock. The
Series A Preferred Stock had been sold by the Company in a private placement
offering which was completed in December 1996. The Company has no current plans
to register the Series A Preferred Stock or underlying Common Stock. Management
is contemplating negotiating with the holders of the Series A Preferred Stock
to amend the terms of the Series A Preferred Stock, including the conversion
terms. There can be no assurance that the negotiations will be successful if
undertaken or result in terms advantageous to the Company.
The Company's other Registration Statement on Form S-3 (File No.
333-17859), also filed on December 16, 1996, was declared effective by the SEC
on February 5, 1997. The second Registration Statement registered for sale under
the Securities Act of 1933, as amended, an aggregate of 2,464,944 shares of
Common Stock including 1,576,979 shares of Common Stock underlying warrants
which have not been exercised and 15,715 shares underlying options which have
not been exercised. Under various agreements between the holders of such shares
and the Company, an additional 296,632 shares may not be sold before May, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report on Form -K to be signed on its behalf
by the undersigned hereunto duly authorized.
NU-TECH BIO-MED, INC.
By: /s/ J. Marvin Feigenbaum
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J. Marvin Feigenbaum
Chairman of the Board,
President, Chief Executive
and Chief Financial Officer
Dated: February 5, 1997
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