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Previous: D-VINE LTD, 8-K, 1999-03-23 |
Next: VANGUARD NEW YORK INSURED TAX FREE FUND, 485BPOS, 1999-03-23 |
<PAGE> 1
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) March 17, 1999
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VIRAGEN (Europe) Ltd.
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(Exact name of registrant as specified in its charter)
Delaware 0-17827 11-2788282
- ---------------------------- ----------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
865 S.W. 78th Avenue, Suite 100, Plantation, Florida 33324
- --------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (954) 233-8377
------------------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5.- OTHER EVENTS
On March 17, 1999, the Company's parent, Viragen, Inc., completed a
securities offering with two investors pursuant to which Viragen, Inc. received
net proceeds from the initial tranche of $1,862,000 inclusions of $500,000 held
in escrow pending filing of the related registration statement. The net proceeds
received were contributed by the parent to the Company, in exchange for
3,507,000 shares of the Company's common stock. The shares were issued at market
value on the date of the contribution, increasing the parents ownership in the
Company from 83% to 86%.
The Company's parent anticipates the closing of the second tranche
under the securities offering of $3.5 million within 120 days and has committed
to the transfer of another $1.5 million to the Company following this funding.
The Company's proforma balance sheet at February 28, 1999, reflecting
the capital contribution is included as an Exhibit to this report.
<PAGE> 3
ITEM 7 - FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND
EXHIBITS
Exhibit 1: Proforma Balance Sheet at February 28, 1999
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
VIRAGEN (EUROPE) Ltd.
By: /s/ Dennis W. Healey
----------------------------
Dennis W. Healey
Executive Vice President and
Principal Financial Officer
By: /s/ Jose I. Ortega
----------------------------
Jose I. Ortega
Controller and
Principal Accounting Officer
Dated: March 22, 1999
<PAGE> 1
EXHIBIT 1
VIRAGEN (EUROPE) LTD. AND SUBSIDIARIES
PROFORMA CONSOLIDATED CONDENSED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
PROFORMA
FEBRUARY 28, PROFORMA FEBRUARY 28,
1999 ADJUSTMENT 1999
------------ ---------- ------------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 33,997 $1,362,000 $1,395,997
Subscription receivable -- 500,000 500,000
Other current assets 163,220 163,220
------------ ---------- ----------
Total current assets 197,217 $1,862,000 2,059,217
Property, Plant and Equipment
Leasehold improvements 1,905,298 1,905,298
Equipment and furniture 2,406,950 2,406,950
Construction in progress 139,839 139,839
------------ ---------- ----------
4,452,087 4,452,087
Less accumulated depreciation (455,893) (455,893)
------------ ---------- ----------
3,996,194 3,996,194
------------ ---------- ----------
$ 4,193,411 $1,862,000 $6,055,411
============ ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 314,950 $ 314,950
Current portion of long-term debt 2,863 2,863
------------ ---------- ----------
Total current liabilities 317,813 317,813
Licensing fee payable 666,667 666,667
Long-term debt, less current portion 151,771 151,771
Commitments and Contingencies
Stockholders' Equity
Common stock, $.01 par value. Authorized
20,000,000 shares; issued and outstanding
12,098,425 and 14,663,397 shares at
February 28, 1999 and February 28, 1999
(Proforma), respectively
120,984 $ 25,650 146,634
Additional paid-in capital 11,356,854 1,336,350 12,693,204
Common stock subscribed -- 500,000 500,000
Retained deficit (8,511,172) (8,511,172)
Accumulated other comprehensive income 90,494 90,494
------------ ---------- ----------
Total stockholders' equity 3,057,160 1,862,000 4,919,160
============ ========== ==========
$ 4,193,411 $1,862,000 $6,055,411
============ ========== ==========
</TABLE>
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