NU TECH BIO MED INC
8-K, 1997-10-23
MEDICAL LABORATORIES
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                                  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): OCTOBER 23, 1997
                               (OCTOBER 21, 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



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ITEM 5. OTHER EVENTS.

      As of October 15, 1997, a majority of the stockholders of Nu-Tech Bio-Med,
Inc. (the "Registrant") as of August 8, 1997 have approved an amendment to the
Registrant's Amended and Restated Certificate of Incorporation to increase the
total number of shares of all classes of capital stock which the Registrant may
issue to fifty-two million shares; such increase has been effected by increasing
the number of shares of common stock from twelve million shares to fifty million
shares and by increasing the number of shares of preferred stock from one
million shares to two million shares. This proposal was made via a consent
solicitation proxy statement on behalf of the Registrant's Board of Directors.

      The amendment was declared effective by the Secretary of the State of
Delaware on October 21, 1997. By reason of such amendment, the Registrant is now
able to resume conversions of its Series A Convertible Preferred Stock into
Common Stock for those Series A Convertible Preferred Stockholders who wish to
convert. Conversions will be honored in the order received by the Registrant at
its offices in Warwick, Rhode Island. In order to be honored, notices of
conversion must be received in due and proper form and properly executed. The
Registrant will record the date and time that each notice of conversion is
received, and any notice of conversion which is defective will be rejected, and
the cure of any defect will be deemed to be received on the date and time that
the cure of the defect is actually received by the Registrant. Such conversions
will be allowed to continue until such time as the Company no longer has a
sufficient number of authorized shares of Common Stock.

      As reported in the Registrant's Current Report on Form 8-K, dated October
6, 1997, pursuant to the Registrant's acquisition of a 52.6% interest in
Physicians Clinical Laboratory, Inc. ("PCL"), the Registrant suspended sales by
selling shareholders under its Selling Shareholder Registration Statements
pending the preparation and filing by the Registrant of additional reports with
the Securities and Exchange Commission relating to the completion of the
acquisition of its majority interest in PCL, and the Registrant amending its
Selling Shareholder Registration Statements to reflect the completion of the PCL
transaction. On October 20, 1997, the Registrant filed an initial Current Report
on Form 8-K relating to the acquisition of such majority interest in PCL, and
under the applicable rules for such form, the Registrant has 60 days from such
date to file the requisite financial statements of PCL. Sales under the
Registration Statements remain suspended pending such further filings and
amendments, and such sales may resume only upon notification by the Registrant
to the selling shareholders that such filings and amendments have been
completed.

ITEM 7. EXHIBITS.

Number      Description
- ------      -----------

  3         Amendment to the Registrant's Certificate of Incorporation



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                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K 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: Chairman of the Board, President, Chief
                             Executive and Chief Financial Officer



Date: October 23, 1997


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                                EXHIBIT INDEX


Number      Description
- ------      -----------

  3         Amendment to the Registrant's Certificate of Incorporation





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EXHIBIT 3

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              NU-TECH BIO-MED, INC.


        The undersigned corporation, in order to amend its Certificate of
Incorporation, hereby certifies as follows:

      FIRST: The name of the corporation is NU-TECH BIO-MED, INC.

      SECOND: The corporation hereby amends its Certificate of Incorporation as
follows:

            The first sentence of Article Fourth of the corporation's Restated
      Certification is amended to increase the total number of shares of all
      classes of capital stock which the corporation shall issue to fifty-two
      million shares; such increase is to be effected by increasing the number
      of shares of common stock from twelve million shares to fifty million
      shares and by increasing the number of shares of preferred stock from one
      million shares to two million shares. The first sentence of said Article
      Fourth of the Certificate of Incorporation is amended to read as follows:

            FOURTH: "Authorized Capital Stock. The total number of shares of all
            classes of capital stock which the corporation shall have the
            authority to issue is fifty-two million (52,000,000) shares, of
            which fifty million (50,000,000) shares shall be common stock with a
            par value of one cent ($.01) per share, and of which two million
            (2,000,000) shares shall be preferred stock with a par value of one
            cent ($.01) per share."

      THIRD: The amendment effected herein was authorized by the written consent
of the holders of a majority of all of the outstanding shares entitled to
consent thereto pursuant to Sections 228 and 242 of the General Corporation Law
of the State of Delaware.

      IN WITNESS WHEREOF, the undersigned hereby executes this document and
affirms the facts set forth herein are true under penalties of perjury this 17th
day of October, 1997.

                        /s/ J. Marvin Feigenbaum
                        ---------------------------------
                        J. Marvin Feigenbaum, President

                        /s/ David Sterling
                        ---------------------------------
                        David Sterling, Secretary



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