<PAGE> 1
UNITED STATES
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): MAY 29, 1997 (MAY 23, 1997)
NU-TECH BIO-MED, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-11772 25-1411971
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
55 ACCESS ROAD
WARWICK, RHODE ISLAND 02886
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (401) 732-6520
<PAGE> 2
INDEX TO CURRENT REPORT ON FORM 8-K
OF NU-TECH BIO-MED, INC.
MAY 29, 1997
ITEM PAGE
- ---- ----
ITEM 5. OTHER EVENTS 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 3
SIGNATURES 4
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ITEM 5. OTHER EVENTS.
On May 23, 1997, a complaint was filed against Nu-Tech Bio-Med, Inc.
(the "Company") and others in an action in the United States District Court for
the Southern District of New York captioned Mordechai Gurary v. Isaac Winehouse,
Isaac Winehouse d/b/a Wall & Broad Equities and Nu-Tech Bio-Med, Inc. (Docket
No. 97 Civ. 3803 (LBS)). As of the date of this report, service of the complaint
has not been effected upon the Company. The complaint alleges that the Company
and the other defendants violated Section 10(b) of the Securities Exchange Act
of 1934 (the "Exchange Act") and Section 349 of the General Business Law of the
State of New York (the "GBL"). The claims against the Company under the Exchange
Act and the GBL are purportedly based on allegations that the Company knew of
and failed to disclose, among other things, unlawful trading activity in the
Company's securities by the other defendants named in the action. The complaint
seeks compensatory damages in an unstated amount, seeks to enjoin the Company
from registering certain Series A Convertible Preferred Stock until the
determination of the action, and seeks reasonable attorneys' and expert fees as
well as treble and punitive damages.
The Company believes that the claims are without merit, and that it has
good defenses which it will assert at the appropriate time. The action is
currently in its preliminary stages.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
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<S> <C>
99 Summons and Complaint in the action "Mordechai Gurary v. Isaac Winehouse,
Isaac Winehouse d/b/a Wall & Broad Equities and Nu-Tech Bio-Med, Inc." Case
No. 97 Civ. 3803 (LBS) in the United States District Court, Southern District of
New York
</TABLE>
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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 hereunto duly authorized.
NU-TECH BIO-MED, INC.
By: /s/ J. Marvin Feigenbaum
------------------------------
Name: J. Marvin Feigenbaum
Title: Chief Executive Officer
Date: May 29, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
- ----------- --------
<S> <C>
99 Summons and Complaint in the action "Mordechai Gurary v. Isaac Winehouse,
Isaac Winehouse d/b/a Wall & Broad Equities and Nu-Tech Bio-Med, Inc." Case
No. 97 Civ. 3803 (LBS) in the United States District Court, Southern District of
New York
</TABLE>
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EXHIBIT 99
SUMMONS AND COMPLAINT IN THE ACTION "MORDECHAI GURARY V. ISAAC WINEHOUSE, ISAAC
WINEHOUSE d/b/a WALL & BROAD EQUITIES AND NU-TECH BIO-MED, INC." CASE NO. 97
CIV. 3803 (LBS) IN THE UNITED STATES DISTRICT COURT, SOUTHERN DISTRICT OF NEW
YORK
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JUDGE STANTON EXHIBIT 99
AD 440 [Rev 1.90] Summons in a Civil Action
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
MORDECHAI GURARY,
SUMMONS IN A CIVIL ACTION
v.
CASE NUMBER: 97 CIV. 3803
ISAAC WINEHOUSE, ISAAC WINEHOUSE d/b/a
WALL & BROAD EQUITIES and NU-TECH BIO-MED, INC.,
TO: (Name and Address of Defendant)
Isaac Winehouse Nu-Tech Bio-Med, Inc.
Wall & Broad Equities 500 Fifth Avenue
4424 16th Avenue New York, New York
Brooklyn, New York 11204
YOU ARE HEREBY SUMMONED and required to file with the Clerk of this
Court and serve upon
PLAINTIFF'S ATTORNEY (name and address)
Jaroslawicz & Jaros
150 William Street, 19th Floor
New York, New York 10038
(212) 227-2780
an answer to the complaint which is herewith served upon you, within twenty days
after service of this summons upon you, exclusive of the day of service. If you
fail to do so, judgment by default will be taken against you for the relief
demanded in the complaint.
JAMES M. PARKISON MAY 23, 1997
- ----------------------------- ---------------------------
CLERK DATE
/s/
- -----------------------------
BY DEPUTY CLERK
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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
- -----------------------------x
MORDECHAI GURARY, 97 Civ. 3803 (US)
Plaintiff, COMPLAINT
---------
-against-
Jury Trial Demanded
ISAAC WINEHOUSE, ISAAC WINEHOUSE
d/b/a WALL & BROAD EQUITIES and
NU-TECH BIO-MED, INC.,
Defendants.
- -----------------------------x
Plaintiff, by his attorneys, JAROSLAWICZ & JAROS, complaining of the
defendants, alleges as follows:
THE PARTIES
-----------
1. At all times hereinafter mentioned, plaintiff, Mordechai Gurary, is
a citizen of the State of New York.
2. At all times hereinafter mentioned, the defendant, Isaac Winehouse
("Winehouse"), is believed to be a resident of the State of New York and
citizen of Israel.
3. At all times hereinafter mentioned, the defendant Winehouse is
doing business under the name of Wall & Broad Equities, among entities that he
controls.
4. At all times hereinafter mentioned, the defendant, Nu-Tech Bio-Med,
Inc. ("Nu-Tech"), is a Delaware corporation with its principal place of
business in the State of New York.
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JURISDICTION & VENUE
5. This Court has jurisdiction over this matter pursuant to the
Securities Exchange Act of 1934, 15 U.S.C. 78aa, since the claims herein arose
under Section 10(b) of the Securities Exchange Act of 1934.
6. Venue is proper in this District pursuant to Section 27 of the
Securities Exchange Act of 1934, 15 U.S.C. 78aa since the corporation is
located here and most of the acts complained of occurred within this District.
7. Many of the acts complained of herein, including the dissemination
of information, the agreement entered into with respect to the December 1996
placement, commonly known as a Regulation D Placement, for a total purchase
price of $14 million, and the manipulation of the stock price of Nu-Tech, took
place within this District.
8. In connection with the acts alleged in this complaint, the defendant
Winehouse and others included in his cartel, directly and indirectly, used the
means and instrumentalities of interstate commerce, including the mails,
telephone communications, and the facilities of national security exchanges, to
perpetrate their fraud.
THE UNDERLYING FACTS
9. That Nu-Tech was originally organized in approximately 1981.
10. That Nu-Tech is traded on the NASDAQ stock market under the symbol
NTBM.
11. That the price of Nu-Tech stock hit a high of approximately $16 per
share in November 1996.
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12. That the price of Nu-Tech stock was relatively stable between
October and November 1996.
13. That the plaintiff made at least the following purchases of Nu-Tech
stock:
Amount of Shares Price per Share Date of Purchase
---------------- --------------- ----------------
1,000 $14.60 10/31/96
5,500 14 1/2 11/7/96
1,000 11 3/4 12/24/96
8,350 11 9/16 2/18/97
14. That by early March 1997, due to the prior actions and continuing
immproper manipulations of the defendant Winehouse and others, Nu-Tech stock
dropped precipitously so that it is trading in the area of $2 per share.
15. That the defendant Winehouse was the organizer and/or one of the
key people of a cartel organized to engage in transactions in the purchase of
the Regulation D Placement and the sale of Nu-Tech stock and perhaps other
securities.
16. That this group arranged to participate in a purchase, under
circumstances not totally known to the plaintiff, of a percentage of the 14
million dollars' worth of Nu-Tech stock, to wit, some fourteen thousand shares
of Series A Convertible Preferred Stock for a total aggregate price of $14
Million, and upon information and belief this took place in approximately
November 1996.
17. That during this time period, the defendant Winehouse arranged for
certain market makers to become market makers in Nu-Tech stock; these market
makers included Alexander Securities and Sun Coast Securities, and perhaps
others; that in addition to this, it is believed that at this time there are
approximately sixteen market makers in the stock of Nu-Tech,
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to wit the firms of Wien Securities; Knight Securities; Kensington Capital;
Paragon Capital Corp.; Southwest Securities; Spencer Edwards; Hill Thompson
Magid; Meyer & Schweitzer; Sharp Capital; Duke & Co.; Nash Weiss & Co.; D.
Weckstein & Co.; Starr Securities; Wall Street Equities; Herzog Heine Geduld;
and Grunthal.
18. Upon information and belief, the defendant Winehouse arranged for,
or was instrumental in having one or more of these market makers become a
market maker in Nu-Tech in order for them to be used in his scheme of
manipulating the price of and permitting him to engage in short-selling Nu-Tech
stock.
19. That the Series A Convertible Preferred Stock obtained by
Winehouse through nominees and other members of his cartel whose names are not
yet known to plaintiff, is convertible into shares of common stock of Nu-Tech
at either (a) $17.50 per share; or (b) seventy-five (75%) percent of the
average closing price of the company's common stock as represented by NASDAQ
for the five trading days prior to the date of the holder's note of conversion.
20. That the Series A Convertible Preferred Stock is converted into
the company's common stock at the option of the holder commencing on the
forty-fifth day after the issue date with one-third of the shares being
permitted to be converted into common stock on the forty-fifth, seventy-fifth
and one hundred-fifth days after the issue date.
21. That the initial issue date was November 6, 1996 and the first day
upon which the holders could initially obtain a conversion of Series A
Convertible Preferred Stock was December 20, 1996.
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22. That commencing on the two hundred-seventieth day following the
completion of the private placing, Nu-Tech had the right, on thirty days prior
notice, to compel Series A Preferred Stock to be converted into common stock at
the then applicable conversion price.
AS AND FOR A FIRST CLAIM FOR RELIEF
AS AGAINST THE DEFENDANTS
ISAAC WINEHOUSE AND ISAAC WINEHOUSE
D/B/A WALL & BROAD EQUITIES
23. The Winehouse and other members of his cartel reached a secret
arrangement whereby a large part of the $14 million purchase of Series A
Preferred Convertible Stock was purchased in the name of other nominees who
were not really the owners of the stock, and who later engaged in short-selling
Nu-Tech stock in the name of other nominees.
24. That following the acquisition of a large part of the fourteen
thousand shares of Series A Convertible Preferred Stock, Winehouse and his
group manipulated the price of Nu-Tech stock.
25. It is also improper under the regulations of the Securities &
Exchange Commission ("SEC") and the stock exchange for someone who purchases a
convertible preferred stock to short stock and to do so under different names
in order to conceal the identity of the person shorting and the fact that the
same people who have a beneficial right to purchase or convert preferred stock
into common stock are engaged in shorting the stock.
26. That the defendant Winehouse and other members of his cartel, whose
names have not yet been established, engaged in a series of efforts to conceal
that they were shorting Nu-Tech
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stock, using various nominee accounts which they had set up, with the ultimate
beneficiaries being Winehouse, Wall & Broad Equities and members of Winehouse's
cartel.
27. That the activities of Winehouse and the members of his group
became known to Nu-Tech and its Chairman, one Marvin Feigenbaum.
28. That in or about December 1996, Mr. Feigenbaum, the Chairman of
Nu-Tech called Winehouse and Winehouse's counsel to advise that if the
Winehouse group did not stop shorting Nu-Tech stock, he would not permit the
registration of the convertible shares to become effective.
29. Upon information and belief, a meeting was held on February 18,
1997 at Nu-Tech's offices at 500 Fifth Avenue in New York City, which meeting
was attended by Winehouse, Abe Silver, Sam Popack, Mr. Hagar, Stuart Kahan,
Marvin Feigenbaum and others. At which time, Feigenbaum, on behalf of the
company, requested Winehouse and his cartel and group to stop shorting Nu-Tech
stock and offered that within six months Nu-Tech would repurchase their
convertible preferred stock for the $14 million which had been originally paid
plus ten percent interest on the $14 million and that the short sellers would
be permitted to keep their profits.
30. That to the knowledge of plaintiff, no agreement was reached at
that meeting with Winehouse and his cartel demanding still more benefits from
the company.
31. That the fact that this meeting took place as well as the offer
made by the company to Winehouse was concealed from the investing public.
32. Upon information and belief, on or about March 12, 1997 a second
meeting took place at the offices of Fagenson & Co., 19 Rector Street in New
York City, which meeting was
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attended by Robert Fagenson, a member of the Board of Directors of Nu-Tech;
Silver; Popack; Winehouse and others; and Marvin Feigenbaum, Chairman of
Nu-Tech.
33. Upon information and belief, at that meeting Nu-Tech sought to
have the defendant Winehouse and his group agree that their stock would be
registered over a twelve-month period.
34. Upon information and belief, that Winehouse indicated this was
not satisfactory and stated he would continue his short-selling activities.
35. That the following day Nu-Tech stock dropped approximately $3
and the day thereafter an additional $3. Upon information and belief, this was
caused in large part by short selling by Winehouse and his group.
36. That on or about March 14, 1997, Nu-Tech issued a press release
which was flagrantly misleading, indicating that it believed the decline in the
price of Nu-Tech stock could be attributable to "possible sales by
shareholders" (Exhibit A).
37. That Nu-Tech concealed the various meetings and what had
transpired, and their knowledge as to the Winehouse group shorting Nu-Tech
stock.
38. In the interim, Winehouse, through his counsel Heller, Horowitz
& Feit, P.C., was negotiating with counsel for Nu-Tech, all of which
information was not made publicly available.
39. That the activities of Winehouse and his cartel, and the
various names Winehouse and his group have been doing business under, to
purchase the convertible stock and then shorting the Nu-Tech stock and
manipulating its price, constituted a fraud upon the market.
7
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40. In addition, the defendant Winehouse and the other members of his
cartel engaged in a planned scheme and course of conduct pursuant to which they
knowingly sought to manipulate the price of Nu-Tech stock by improperly shorting
the stock under different names to conceal their true identities.
41. That the defendants made numerous misstatements of material fact and
omitted to state material facts necessary in order to make statements not
misleading in light of the circumstances under which they were made.
42. As a result of these defendants' fraudulent conduct, plaintiff were
caused to purchase Nu-Tech's stock at artificial prices and to incur substantial
losses.
43. That the defendants' conduct constituted a deliberate violation of
Section 10b of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder.
44. By reason of the foregoing, the defendants are jointly and severally
liable to the plaintiff.
45. By reason of the foregoing, plaintiff is entitled to recover all of
his damages from these defendants.
AS AND FOR A SECOND CLAIM FOR RELIEF
AS AGAINST THE DEFENDANT NU-TECH BIO-MED, INC.
46. Plaintiff hereby repeats, reiterates and realleges each and every
allegation contained in paragraphs of this complaint numbered "1" through "45"
inclusive, with the same force and effect as if more fully set forth length
herein.
8
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47. That the defendant Nu-Tech failed to reveal the sale to
Winehouse and his group through the use of nominees; that there were meetings
going on between Winehouse and his group and Nu-Tech; that Nu-Tech was aware of
the short-selling by Winehouse and his group; that Nu-Tech would refuse to
register certain stocks due to the short-selling activities of Winehouse and
his group; that, in fact, when Nu-Tech finally did issue a public statement in
response to an inquiry from the NASDAQ, it issued a deliberately misleading
statement as to the reason for the stock's decline (Exhibit A), omitting to
state the real reason and that negotiations were taking place between Nu-Tech
and the Winehouse group.
48. That during the same period, Nu-Tech was engaging in an attempt
to acquire certain debt securities of Physicians Clinical Laboratory, Inc.
("PCL"); that the PCL deal was subject to the approval of the United States
Bankruptcy Court for the Central District of California, case number SV
96-23185-GM; that in order to conceal from the Bankruptcy Court, the market and
plaintiff as to what was taking place and in an attempt to induce Winehouse and
other short sellers not to object to the plan in the Bankruptcy Court, Nu-Tech
concealed this critical information from the public and from the plaintiff.
49. That Nu-Tech's conduct constituted fraud with respect to
concealing material information and providing misinformation pursuant to 15
U.S.C. 78(j) and Rule 10 b-5 promulgated thereunder.
50. By reason of the foregoing, plaintiff has been damaged as
aforesaid.
51. By reason of the foregoing, the defendants are jointly and
severally liable to the plaintiff.
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52. By reason of the foregoing, plaintiff is entitled to recover
all of his damages from this defendant.
AS AND FOR A THIRD CLAIM FOR RELIEF
AS AGAINST ALL THE DEFENDANTS
53. Plaintiff hereby repeats, reiterates and realleges each and
every allegation contained in paragraphs of this complaint numbered "1" through
"45" and "47" through "52" inclusive, with the same force and effect as if more
fully set forth at length herein.
54. That the conduct of Winehouse and his group and Nu-Tech
constituted a fraudulent business practice in direct violation of Section 349
of the General Business Law of the State of New York.
55. By reason of the foregoing, plaintiff has been damaged as
aforesaid.
56. By reason of the foregoing, the defendants are jointly and
severally liable to the plaintiff.
57. By reason of the foregoing, plaintiff is entitled to recover
all of his damages from the defendants, including treble damages, punitive
damages and attorneys' fees.
AS AND FOR A FOURTH CLAIM FOR RELIEF
AS AGAINST THE DEFENDANT NU-TECH BIO-MED, INC.
58. Plaintiff hereby repeats, reiterates and realleges each and
every allegation contained in paragraphs of this complaint numbered "1" through
"45", "47" through "52" and "54" through "57" inclusive, with the same force
and effect as if more fully set forth at length herein.
59. That the plaintiff does not have a complete or adequate remedy
at law.
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60. That Nu-Tech should be enjoined from registering the $14
million Series A Convertible Preferred Stock pending the hearing and
determination of this action.
WHEREFORE, plaintiff demands judgment as against the defendants, both
jointly and severally, as follows:
(a) Awarding plaintiff all compensatory damages such as may be
permitted, together with interest;
(b) Enjoining Nu-Tech from registering the $14 million Series A
Convertible Preferred Stock pending the hearing and determination of this
action;
(c) Awarding plaintiff costs and expenses incurred, including
reasonable attorneys' fees, expert fees, as well as treble damages and punitive
damages; and
(d) Awarding plaintiff such other and further relief as to this
Court may seem just and proper.
Dated: New York, New York
May 15, 1997
JAROSLAWICZ & JAROS, ESQS.
Attorneys for Plaintiff(s)
By: /s/ David Jaroslawicz
------------------------------------
David Jaroslawicz, DJ6931
Office and Post Office Address
150 William Street
New York, New York 10038
(212) 227-2780
11
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Story 1 / 20: 99 <GO> for list of story options. Equity C N
PRN 3/14 NU-TECH BIO-MED REPUTES 'RUMORS' Page 1 of 2
NEW YORK, March 14 /PRNewswire/ -- Nu-Tech Bio-Med (Nasdaq Small Cap:
NSC) announced it had received an inquiry from the Nasdaq stock market as to
reasons, if any, attributable to the recent decline in the price of the
company's common stock. The company is aware of no business developments or
events that have not been disclosed in the company's filings with the
securities and exchange commission. The company further stated, based on
supposition only, that such decline could be attributable to possible sales by
shareholders pursuant to a recently effective S-3 registration, the anticipated
filing of an additional registration statement for additional selling
shareholders, margin calls, if any, and an unfounded and untrue rumor that the
company's president, Marvin Feigenbaum, had resigned.
SOURCE Nu-Tech Bio-Med
-0- 3/14/97
/CONTACT: Susan Kristofferson of the Corporate Relations Group,
407-628-5700, ext. 137, for Nu-Tech Bio-Med/
(NSC)
CO: Nu-Tech Bio-Med
ST: New York
Bloomberg-all rights reserved, Frankfurt:69-920410 Hong Kong: 2-521-3000 London:
171-330-7508 New York: 212-318-2000 Princeton: 609-279-3000 Singapore: 226-3000
Sydney: 2-9777-8608 Tokyo: 1-3201-4900 Sao Paulo: 11-3048-4500
G206-252-0 14-Apr-97 14:05:21
EXHIBIT A
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- -------------------------------------------------------------------------------
97 Civ. 3803(US)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
- -------------------------------------------------------------------------------
MORDECHAI GURARY,
Plaintiffs,
-against-
ISAAC WINEHOUSE, ISAAC WINEHOUSE d/b/a
WALL & BROAD EQUITIES and NU-TECH BIO-MED,
INC.
Defendants.
- -------------------------------------------------------------------------------
COMPLAINT
Jury Trial Demanded
- -------------------------------------------------------------------------------
Law Offices of
Jaroslawicz & Jaros
Attorneys for Plaintiff(s)
150 William Street
New York, New York 10038
(212) 227-2780
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To:
