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): August 15, 1996.
Immune America, Inc.
(Exact name of registrant as specified in its charter)
NEVADA 33-10281 75-2641513
(State or Other
Jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation Identification No.)
or organization)
12342 Roscoe Boulevard, Sun Valley, California 91352
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (818) 767-5863
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Current Report on Form 8-K
Immune America, Inc.
Item 1. Changes in Control of Registrant.
On August 15, 1996, there occurred a change in control of Immune
America, Inc., a Nevada corporation (the "Company"). Little and Company
Investment Securities, a Texas Corporation ("LCIS"), a company owned by Mr.
Glenn A. Little, purchased, from the Company, 15,000,000 shares of the Company's
Common Stock for $15,000 in cash, pursuant to a Subscription Agreement. The cash
utilized by LCIS to acquire such shares came from LCIS's working capital and not
from the proceeds of a loan or other arrangement. As a result of such
transaction, LCIS owns 51.69% of the currently outstanding shares of Common
Stock of the Company. There is no existing arrangement or understanding between
LCIS, or any of its affiliates, and the Company, or any of its affiliates, with
respect to the election of directors or any other matter. LCIS has indicated to
the Company that it does not expect to effect a change in the Company's
management for the foreseeable future.
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.
IMMUNE AMERICA, INC.
Dated: September 16, 1996 By: /s/ Elizabeth Huntley
---------------------
Dr. Elizabeth Huntley
President
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
10.1 Subscription Agreement between Registrant and
Little and Company Investment Securities, dated
August 15, 1996
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Exhibit 10.1
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SUBSCRIPTION AGREEMENT
SALE OF 15,000,000 SHARES
OF COMMON STOCK OF
IMMUNE AMERICA, INC.
Immune America, Inc.
12342 Roscoe Boulevard
Sun Valley, California 91352
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SUBSCRIPTION AGREEMENT
Immune America, Inc.
12342 Roscoe Boulevard
Sun Valley, California 91352
Ladies and Gentlemen:
1. Subscription. The undersigned, Little and Company Investment Securities,
hereby subscribe for and agree to purchase 15,000,000 shares of Common Stock
(the "Shares") of Immune America, Inc. (the "Company"), at a price equivalent to
$0.001 per share for a total sum of $15,000. Simultaneously with the execution
of this Subscription Agreement, the undersigned are submitting payment of the
purchase price in the amounts set forth on the signature pages below, in the
form of a check (the "Payment") payable to Immune America, Inc..
2. Acceptance of Subscription. The undersigned acknowledge that the Company has
the right to accept or reject this subscription, in whole or in part, and that
this Subscription shall be deemed to be accepted by the Company only when it is
signed by the Company.
3. Representations, Warranties, and Covenants of the Undersigned. The
undersigned hereby represent and warrant to and covenant with the Company, its
agents and employees as follows:
(a) The undersigned understand that sale of the Shares to the undersigned are
being made by the Company pursuant to Sections 3(b) and 4(2) of the Securities
Act of 1933, as amended (the "Securities Act") and/or Regulation D promulgated
thereunder and applicable state securities laws. The undersigned understand that
the Shares will not be registered under the Securities Act in reliance upon the
exemptions from registration provided by Sections 3(b) and 4(2) of the
Securities Act and/or Regulation D.
(b) The undersigned have adequate means of providing for their current needs and
possible personal contingencies, and they have no need, and anticipate no need
in the foreseeable future, to sell the Shares for which they hereby subscribe.
They are able to bear the economic risks of this investment and, consequently,
without limiting the generality of the foregoing, they are able to hold the
Shares for an indefinite period of time and have sufficient net worth to sustain
a loss of their entire investment in the Company if such loss should occur.
(c) The undersigned have such knowledge and experience in financial and business
matters that they are capable of evaluating the merits and risks of an
investment in the Company.
(d) The undersigned confirm that all documents, records and books pertaining to
this proposed investment in the Company have been made available to them.
(e) The undersigned have had an opportunity to ask questions of and receive
satisfactory answers from the Company, or any person or persons acting on the
Company's behalf, concerning the terms and conditions of this investment, and
all such questions have been answered to the full satisfaction of the
undersigned
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Page 2.
(f) The Shares for which the undersigned hereby subscribe will be acquired for
their own account for investment and not with the view toward resale or
redistribution in a manner which would require registration under the Securities
Act. .
(g) The undersigned represent that it has been called to their attention by
those individuals with whom they have dealt in connection with their investment
in the Company, that their investment in the Company involves a high degree of
risk which may result in the loss of the total amount of their investment.
(h) The undersigned are not subscribing for the Shares as a result of or
subsequent to any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media, or broadcast over
television or radio, or presented at any seminar or meeting or any solicitation
of a subscription by a person not previously known to the undersigned in
connection with investments in securities generally.
(I) The undersigned are now bona fide residents of the state set forth in this
Subscription Agreement and the address and social security number or federal tax
identification number set forth in this Subscription Agreement are their true
and correct residence and social security numbers or federal tax identification
numbers. The undersigned have no present intention of becoming a resident of any
other state or jurisdiction. If the undersigned is a corporation, partnership,
trust or other form of business organization, it represents and warrants that it
was formed under the laws of, and its principal place of business is within,
such state, and that it was not organized for the purpose of acquiring the
Shares.
(j) The undersigned represent that they have made other investments of a similar
nature and, by reason of their business and financial experience and the
business and financial experience of those persons they have retained to advise
them with respect to their investment in the Company, have acquired the capacity
to protect their own interest in investments of this nature. In reaching the
conclusion that they desire to acquire the Shares, the undersigned have
carefully evaluated their financial resources and investment position and the
risks associated with this investment and acknowledge that they are able to bear
the economic risks of the investment.
4. Limitations on Transfer of the Shares. The undersigned acknowledge that they
are aware that there are substantial restrictions on the transferability of the
Shares. Since the Shares will not be, and the undersigned has no right to
require that they be registered under the Securities Act or any applicable state
securities laws, the Shares may not be, and the undersigned agree that they
shall not be, sold unless the Shares are registered under the Securities Act or
such sale is exempt from such registration under the Securities Act and any
other applicable state securities laws or regulations. The undersigned further
acknowledge that the Company is under no obligation to aid them in obtaining any
exemption from such registration requirements. The undersigned also acknowledge
that they shall be responsible for compliance with all conditions on transfer
imposed by any securities administrator of any state and for any expenses
incurred by the Company for legal or accounting services in connection with
reviewing such a proposed transfer and/or issuing opinions in connection
therewith.
5. Compliance with Securities Laws. The undersigned agree that the Shares shall
not be sold, pledged, hypothecated or otherwise transferred unless the Shares
are registered under the Securities Act and applicable state securities laws or
are exempt therefrom.
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Page 3
CORPORATION SIGNATURE PAGE
Execution of this Signature Page constitutes execution of the Subscription
Agreement.
I . The undersigned CORPORATION hereby certifies that its duly
authorized officer has read and understands the Subscription Agreement,
and the representations and warranties herein are accurate on the date
hereof.
2. The undersigned CORPORATION hereby represents and warrants that the
officer(s) executing the Subscription Agreement on behalf of the
undersigned CORPORATION has (have) been duly authorized by the terms of
the CORPORATION instrument of the undersigned CORPORATION to acquire the
Shares and execute the Subscription Agreement on behalf of the
undersigned CORPORATION, and, further, that the undersigned CORPORATION
has all requisite authority to acquire such Shares and enter into the
Subscription Agreement.
IN WITNESS WHEREOF, the undersigned CORPORATION has caused its duly authorized
officer to execute this Subscription Agreement.
Number of Shares subscribed 15,000,000
Investment in the Company
(Number of Shares x $0.001 for each Share purchased) $15,000
Little and Company Investment Securities, a Texas Corporation
The Little and Company Building
211 West Wall
Midland, Texas 79701 Tax identification number: 75-1682844
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________/s/____________________________
Glenn A. Little, President
ACCEPTED BY:
Immune America, Inc.
__________/s/__________________________
Dr. Elizabeth Huntley
President
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IMMUNE AMERICA, INC.
UNANIMOUS CONSENT OF BOARD OF DIRECTORS
IN LIEU OF SPECIAL MEETING
The undersigned, being all the members of the Board of Directors of Immune
America, Inc. ("Company"), a Nevada corporation, do hereby consent that when all
the Directors have signed this Consent, or an exact counterpart hereof, the
Resolutions hereinafter set forth shall be deemed to have been adopted to the
same extent and shall have the same force and effect as if adopted at a formal
special meeting of the Directors of the Company, duly called and held for the
purposes of acting upon proposals to adopt the following Resolutions:
WHEREAS, the Company has received subscriptions from Little and Company
Investment Securities to purchase 15,000,000 shares of the Company's Common
Stock, for $15,000. or approximately $.001 per share;
WHEREAS, the Board of Directors is of the opinion that it is in the best
interest of the Company to accept the above described subscriptions and to
consummate the sale of 15,000,000 shares of the Company's Common Stock for an
aggregate of $15,000;
NOW, THEREFORE, BE IT RESOLVED, that the offers of the aforesaid subscribers to
purchase the number of shares of Common Stock as set forth above, be, and they
are hereby, accepted and approved;
RESOLVED FURTHER, that the Chief Executive Officer, President and Secretary of
the Company be, and they are hereby, authorized and empowered to issue to each
of the aforementioned subscribers a stock certificate in the name of the
subscriber with the corresponding number of shares of the Common Stock of the
Company as purchased by said subscriber;
RESOLVED FURTHER, that the Chief Executive Officer, President and Secretary of
the Company be, and they are hereby, authorized, empowered and directed to do,
undertake and perform any and all actions or acts necessary, appropriate or
advisable to accomplish and effectuate the intents and purposes of these
resolutions, including without limitation, receiving the aforesaid consideration
and the issuance and delivery of certificates evidencing the aforesaid sales of
the shares of the Company's Common Stock.
Board of Directors:
___________/s/______________ ___________/s/___________________
Dr. Elizabeth Huntley Michael R. Moore
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