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): June 1997
BIOPHARMACEUTICS, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 1-9370 13-3186327
(State or other (commission File Number) (I.R.S Employer
jurisdiction of I.D. Number)
incorporation)
990 Station Road
Bellport, New York 11713
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516-286-5800)
N/A
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 30, 1997 the Company signed a Letter of Intent, Amended on June 2,
1997 to purchase 100% of the stock of privately owned Caribbean Medical Testing
Center ("CMT") of San Juan, Puerto Rico for $7,500,000. in the form of cash and
notes. CMT is a multi-phase specialty medical testing center and reference
laboratory with a license to provide services throughout Puerto Rico and the
U.S. Virgin Islands.
The Company is presently arranging for financing and expects to sign the
formal acquisition agreement by June 12, 1997.
EXHIBIT INDEX
Current Report on Form 8-K
of
Biopharmaceutics, Inc.
Date of Report: June 6, 1997
Exhibit:
28.17 Press Release dated June 5, 1997
28.18 Letter of Intent dated April 30, 1997
and Amendments
<PAGE>
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.
BIOPHARMACEUTICS, INC.
(Registrant)
By: /s/ Edward Fine
Edward Fine
President, Chief Executive Officer
(Signature)
Dated: June 6, 1997
<PAGE>
EXHIBIT 28.17
Press Release For Immediate Release
For More Information, Call:
Stuart Fine (516) 286-5800
Biopharmaceutics, Inc. Announces Acquisition
BELLPORT, N.Y. (June 5, 1997) - Biopharmaceutics, Inc. (BOPH:OTCBB)
announced today that it has entered into a Letter of Intent to acquire 100% of
the stock of privately-owned Caribbean Medical Testing Center ("CMT") of San
Juan, Puerto Rico for $7,500,000 in the form of cash and notes. The acquisition
is subject to the completion of Due Diligence and the availability of adequate
financing. The formal acquisition agreement is expected to be signed by June 12,
1997.
CMT is a multi-phase specialty medical testing center and reference
laboratory with a license to provide services throughout Puerto Rico and the
U.S. Virgin Islands. For its first quarter ended March 31, 1997, CMT's unaudited
financial statements reflected revenues of $776,000 and pre-tax income of
$45,000. On June 4, 1997, CMT entered into a contract to provide reference lab
services to a major medical provider in conjunction with that medical provider's
contract with the Puerto Rico Health Insurance Administration. The medical
provider's contract with CMT provides for payments to CMT of approximately
$465,000 per month, or $5,580,000 per year. Taking the new contract revenues
into consideration when combined with on-going projected income and expenses,
CMT management projects CMT will earn approximately $3,000,000 per year. Based
upon the current number of shares outstanding, such earnings would represent
approximately $ .05 to $ .07 per share to Biopharmaceutics. In addition, CMT is
currently negotiating for additional contracts which may be completed before the
final closing of the acquisition.
Edward Fine, President of Biopharmaceutics,stated, "We are pleased to have
the opportunity to acquire CMT. Last year, when we acquired the Feminine Hygiene
product lines from London International U.S. Holdings, Inc., we stated it was
our objective to aggressively pursue other potential acquisitions where
favorable financial terms are available and the acquisitions fit our stated
objectives. In the case of CMT, both of those conditions are in existence."
Biopharmaceutics, Inc. is a Company that specializes in contract
pharmaceutical manufacturing and marketing of feminine hygiene and family
planning products with the brand names Vaginex(R), Koromex(R), Koroflex(R) and
Feminique(R). It is also involved in a joint venture with ABS Group, Inc. to
commercialize Mitolactol(R), a cancer drug that has Orphan Drug Status for brain
and cervical cancers.
<PAGE>
EXHIBIT 28.18
LETTER OF INTENT
This Letter of Intent is entered into between Biopharmaceutics, Inc., 990
Station Road., Bellport, New York 11713 (BIO), Caribbean Medical Testing
Center., San Juan, Puerto Rico (CMT), Rufino Vale and his wife ("the Vales").
WHEREAS, BIO is interested in acquiring 100% of CMT's common stock, and
WHEREAS, Rufino Vale and his wife are interested in selling 100% of CMT's
common stock, the parties agree as follows:
A. Subject to the successful conclusion of proper Due Diligence, on or
before June 2, 1997, BIO will purchase 100% of CMT's common stock from the
Vales. Such purchase is subject to Due Diligence by BIO and a final contract of
sale adequate to all parties being concluded. If in BIO's sole discretion such
Due Diligence does not result in an evaluation to conclude the purchase, then
neither party will have any further obligation to the other.
B. BIO will pay $7,500,000 for 100% of CMT's common stock as follows:
1. $100,000 by May 12, 1997. Such $100,000 will be paid to an escrow agent,
either BIO's attorney or CMT's attorney, and will be subject to return to BIO if
BIO decides not to proceed with the transaction and notifies, in writing, CMT
and the Vales by June 2, 1997. Should BIO fail to notify CMT and the Vales that
it is not proceeding with the purchase, then the escrow agent shall, after June
2, 1997, release the funds to the Vales and the Vales will have no further
obligation to BIO.
2. BIO will pay $1 million by June 16, 1997 to the Vales in immediately
available funds. If such payment is not made, then the Vales will have no
further obligation to BIO and BIO will have no further obligation to the Vales
and the Vales shall keep the $100,000 deposit.
3. BIO will pay the balance of $6,400,000 on July 11, 1997, or sooner, as
follows:
a. $1,500,000 in a note due July 11, 1999, bearing interest at 6% per
annum, interest payable quarterly. Such note will be issued and payable by CMT.
b. $4,900,000 in good and immediately available funds.
C. BIO will enter into an employment agreement with Angel Vale along the
terms spelled out in BIO's March 16th letter, and in a form satisfactory with
terms satisfactory to both BIO and Angel.
D. BIO will proceed to perform its Due Diligence investigation as quickly
as possible and shall advise CMT if the Due Diligence investigation results in a
non-purchase decision as quickly as possible after such decision has been
reached.
E. Rufino Vale will provide BIO with the usual warranties and
representations necessary to conclude a final purchase contract.
F. It is understood by Rufino Vale that BIO will expend substantial funds
and invest substantial time in evaluating CMT's business and, therefore, the
only adequate compensation for a failure on the Vales' part not to conclude an
agreement with Bio, is specific performance.
Agreed to this 30th day of April 1997:
Biopharmaceutics, Inc. Rufino Vale, Individually
by:\s\ Edward Fine \s\Rufino Vale
Edward Fine,
President
Caribbean Medical Testing Center
by: \s\ Rufine Vale
Rufino Vale, President
Rufino Vale, for the Vales
by: \s\ Rufino Vale
<PAGE>
FIRST AMENDMENT TO LETTER OF INTENT
This first amendment to the Letter of Intent is entered on this date among
Biopharmaceutics, Inc., a Delaware corporation ("BIO"); Caribbean Medical
Testing Center, Inc., a Puerto Rico corporation ("CMT"), and by Rufino Vale on
his own behalf and on behalf of his wife, Mirna Vazquez Garcia (collectively,
the "Vales").
-WITNESSETH-
Whereas, BIO, CMT and the Vales executed and are parties to that certain
Letter of Intent dated April 30, 1997 (the "LOI");
Whereas, the LOI relates to BIO's acquisition from the Vales of 100% of
CMT's common stock;
Whereas, the parties wish to amend the LOI to reflect the modifications
contained herein;
Wherefore, for valuable and good consideration the sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:
1. The parties wish to amend the first sentence of Section A of the LOI so
that it now reads as follows:
A. Subject to the successful conclusion of proper Due Diligence, on or
before June 9, 1997, BIO will purchase 100% of CMT's common stock from the
Vales.
The rest of Section A remains as stated in the LOI.
2. The parties wish to amend the second and third sentences of Section B,
part 1 of the LOI so that it now reads as follows:
"Such $100,000 will be paid to the Escrow Agent and will be subject to
return to BIO if BIO elects not to proceed with the transaction and notifies, in
writing CMT and the Vales by June 9, 1997. Should BIO fail to notify CMT and the
Vales that it is not proceeding with the purchase, then the Escrow Agent shall,
after June 9, 1997, release the funds to the Vales and the Vales will have no
further obligation to BIO."
3. The parties wish to amend Section B, part 12 of the LOI so that it now
reads in its entirety as follows:
"B.2. BIO will pay $1 million by June 23, 1997 to the Vales in immediately
available funds. If such payment is not made, then the Vales will have no
further obligation to BIO and BIO will have no further obligation to the Vales
and the Vales shall keep the $100,000 deposit".
4. The parties wish to amend Section B., part 3 of the LOI so that it now
reads in its entirely as follows:
"B.3. BIO will pay the balance of $6,400,000 on July 18, 1997, or sooner,
as follows:
a) $1,500,000 in a note due July 18, 1999, bearing interest at 10.5% per
annum, interest payable quarterly. Such note will be issued and payable by CMT.
b) $4,900,000 in good and immediately available funds".
5. The Vales and CMT acknowledge receipt of the $100,000 deposit on May 20,
1997 which is to be held as stated in the LOI and in that certain Escrow
Agreement dated as of May 12, 1997 between the parties hereto and the Escrow
Agent.
6. Except as otherwise amended hereby, all of the rest of the terms and
conditions of the LOI shall remain in full force and effect.
Agreed to this 20th day of May, 1997.
BIOPHARMACEUTICS, INC. CARIBBEAN MEDICAL TESTING
CENTER, INC.
By:/s/ Edward Fine By:/s/ Rufino Vale
Edward Fine Rufine N. Vale
President President
By:/s/ Mirna Vazquez Garcia
Mirna Vazquez Garcia
by: Rufino Vale
<PAGE>
SECOND AMENDMENT TO THE LETTER OF INTENT
The second amendment to the Letter of Intent is entered on this date, June
2, 1997, among Biopharmaceutics, Inc., a Delaware corporation ("BIO"); Caribbean
Medical Testing Center, Inc., a Puerto Rico corporation ("CMT") and by Rufino
Vale on his own behalf and on behalf of his wife, Myrna Vazquez Garcia
(collectively, the "Vales").
-WITNESSETH-
Whereas, BIO, CMT and the Vales executed and are parties to that certain
Letter of Intent dated April 30, 1997 (the "LOI"); Whereas, the LOI was amended
on May 20, 1997 (the "First Amendment"); Whereas, the parties wish to further
amend the LOI as indicated herein; Wherefore, for valuable and good
consideration, the sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:
1. The parties wish to amend the second and third sentences of Section B,
part 1 of the LOI, and, as indicated in the First of Amendment so that it now
reads as follows:
"Such $100,000 will be paid to the Escrow Agent and will be subject to
return to BIO if BIO elects not to proceed with the transaction and notifies, in
writing CMT and the Vales by June 12, 1997 on or before 5:00 PM Puerto Rico
time. Should BIO fail to notify CMT and the Vales that it is not proceeding with
the purchase, then the Escrow Agent shall, after June 12, 1997 release the funds
to the Vales and the Vales will have no further obligation to BIO" .
2. Except as otherwise indicated herein, the LOI and the First amendment
remain in full force and effect.
3. By the execution hereof by BIO, CMT and the Vales, the Escrow Agreement
made as of May 12, 1997 among BIO, CMT, the Vales and the Escrow Agent is hereby
amended to reflect that the Deposit shall be released to either the Vales or
BIO, as the case may be, after June 12, 1997.
Agreed to this 2nd day of June, 1997.
BIOPHARMACEUTICS, INC. THE VALES
By:/s/ Edward Fine By:/s/ Myrna Vazquez Garcia
Edward Fine Myrna Vazques Garcia
President by Rufino Vale
By:/s/ Rufino Vale
Rufino Vale
CARIBBEAN MEDICAL TESTING CENTER, INC.
By:/s/ Rufino N. Vale
Rufino N. Vale
Escrow Agent
Nevares, Sanchez-Alvarez & Gonzalez Nieto
By:/s/ Francisco Gonzalez Nieto
Francisco Gonzalez Nieto
