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
FEBRUARY 23, 1999
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(Date of Report)
VERSAILLES CAPITAL CORPORATION
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(Exact Name of Registrant as specified in its charter)
Colorado 0-22865 84-1044910
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
21550 OXNARD STREET, SUITE 830, WOODLAND HILLS, CA 91367
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(Address of principal executive offices including zip code)
(818) 676-0400
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(Registrant's telephone number including area code)
1200 17TH STREET, SUITE 1000, DENVER, CO 80202
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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On February 23, 1999, the Registrant issued the following press
release relating to its acquisition of British Lion Medical, Inc., a
California corporation:
FOR IMMEDIATE RELEASE
Los Angeles-- Versailles Capital Corporation (Versailles), a Colorado
Corporation, (OTC Bulletin Board: VSCC) today announced the completion of
a merger between its wholly-owned subsidiary, Amerimmune, Inc., and British
Lion Medical, Inc. (BLM). In connection with the acquisition, all the
issued and outstanding shares of BLM were exchanged for shares of
Versailles resulting in the shareholders of BLM acquiring approximately 97
percent of the outstanding voting shares of Versailles.
BLM is a company engaged in the pharmaceutical research business with the
primary purpose of developing Cytolin(R), a drug developed by Dr. Allen D.
Allen, to treat patients suffering from Human Immunodeficiency Virus (HIV).
Cytolin(R) is a unique patented medication that is intended to directly
address the immune system. The company has licensed world-wide,
irrevocable, exclusive rights to Cytolin(R) and the technology underlying
it from Dr. Allen.
The completion of the merger resulted in a change of control of the Board
of Directors and officers of Versailles Capital Corporation and Amerimmune,
Inc. Daniel L. Azarnoff, M.D., Roy S. Azarnoff, Ph.D.
(secretary/treasurer), Kimberlie Cerrone, J.D., M.S., M.B.A., O.B. Parrish
(chairman), and Lois M. Rezler, Ph.D. have been elected to the Board of
Directors along with Michael A. Davis, M.D., Sc.D, M.B.A., who will also
serve as chief executive officer and president. Pamela M. Kapustay, R.N.,
M.N. will serve as vice-president, clinical and regulatory affairs and
Wellington A. Ewen, M.B.A., C.P.A. as chief financial officer.
The company intends to file within 15 days with the Securities and Exchange
Commission a Report on Form 8-K, that will include a description of the
Company's business, its financial statements and summary of certain risks
associated with the operation of the Company. The company has limited
resources and is subject to numerous risks and uncertainties. Investors
are cautioned against making any investment in the Company prior to the
publication of such information.
Amerimmune, Inc.'s principal offices are located at 21550 Oxnard Street,
Suite 830, Woodland Hills, California 91367.
This press release contains forward-looking statements which are subject to
known and unknown risks and uncertainties that may cause the Company's
performance or prospects to differ materially from those expressed or
implied by such statements. These risks and uncertainties will be
discussed in the Form 8-K noted above. The Company undertakes no
obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events, or otherwise.
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For Further Information Contact:
Amerimmune, Inc.
Lois Rezler, Ph.D.
(818) 676-0400
SIGNATURES
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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, thereunto duly authorized.
Date: February 23, 1999 VERSAILLES CAPITAL CORPORATION
By /s/ WELLINGTON A. EWEN
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Wellington A. Ewen
Chief Financial Officer
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