SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
December 6, 1995
BELMAC CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 1-10581 59-1513162
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4830 West Kennedy Boulevard, Suite 550, Tampa, FL 33609
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(Address of Principal Executive Offices) (Zip Code)
(813) 286-4401
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
On December 6, 1995, the Registrant entered into a settlement agreement
(the "Settlement Agreement") with Dr. Jean-Francois Rossignol ("Rossignol"), the
Registrant's former Chief Executive Officer and former Chairman of its Board of
Directors, Romark Laboratories, L.C. and Marc S. Ayers, the Registrant's former
Executive Vice President/Chief Financial Officer and a former member of its
Board of Directors. The Settlement Agreement relates to the arbitration
commenced by Rossignol in April 1995 (American Arbitration Association Case No.
33-133-00050-95) to recover unspecified damages for the alleged breach of a
written agreement between Rossignol and the Registrant dated August 13, 1993 and
the action filed by the Registrant in April 1995 seeking a stay of the
arbitration commenced by Rossignol, repayment of a $360,000 promissory note and
damages resulting from Rossignol's alleged fraudulent activities in connection
with the sale to the Registrant of the rights to certain pharmaceuticals (Belmac
v. Rossignol, et. al., Case No. 95-2605, in the Circuit Court of the Thirteenth
Judicial Circuit, State of Florida, Hillsborough County Civil Division). Under
the terms of the Settlement Agreement, Rossignol agreed to pay to the Registrant
the full amount of the promissory note in three installments, the first of which
($160,000) was paid upon execution of the Settlement Agreement and the remaining
two ($100,000 each) are due in January and March 1996, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements: not applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits:
Exhibit Number Description
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99.1 Settlement Agreement among the Registrant, Jean-Francois
Rossignol, Romark Laboratories, L.C. and Marc S. Ayers.
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S I G N A T U R E
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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 hereunto duly authorized.
BELMAC CORPORATION
(Registrant)
Date: December 19, 1995 By: /s/ Michael D. Price
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Michael D. Price
Vice President & Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description Page Number
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99.1 Settlement Agreement
among the Registrant,
Jean-Francois Rossignol,
Romark Laboratories,
L.C. and Marc S. Ayers.
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EXHIBIT 99.1
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December 6, 1995
Dr. Jean-Francois Rossignol
2650 Heron Lane South
Clearwater, FL 34622
Romark Laboratories, L.C.
6200 Courtney Campbell Causeway Suite 870
Tampa, FL 33607
Marc S. Ayers
3024 Emerson Street
Tampa, FL 33629
Gentlemen,
This letter agreement will serve to settle any and all disputes between Belmac
Corporation, Jean-Francois Rossignol, Romark Laboratories, L.C. and Marc S.
Ayers (the "Parties") related to the pending court case (Belmac v. Rossignol, et
al., Case No. 95-2605, in the Thirteenth Judicial Circuit of Florida) and the
pending arbitration (American Arbitration Association Case No. 33-
133-00050-95).
In consideration for the settlement of the pending court case and the pending
arbitration and the releases provided herein, Jean-Francois Rossignol agrees to
pay Belmac Corporation the sum of $360,000 in full payment of the promissory
note executed by Jean-Francois Rossignol on August 3, 1993, according to the
following schedule:
* $160,000 to be paid upon signing this letter agreement,
* $100,000 to be paid on or before January 31, 1996, and
* $100,000 to be paid on or before March 31, 1996.
As further consideration for the settlement of the pending court case and the
pending arbitration, Jean-Francois Rossignol, Romark Laboratories, L.C. and Marc
S. Ayers hereby release and forever discharge Belmac Corporation and its
employees, agents, partners, attorneys, affiliates, representatives, privies,
successors, assigns, shareholders, directors, officers, and subsidiaries from
any and all actions, causes of action, lawsuits, arbitrations, injuries, losses,
payments, attorneys' fees, benefits, rights, damages, costs, loss of service,
loss of opportunities, loss of profits, liens, expenses, compensation, suits,
debts, dues, sums of money, accounts, reckonings, bonds, stock claims, bills,
securities, specialities, covenants, contracts, controversies, agreements,
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promises, variances, judgments, extents, executions, claims, and demands, of any
type whatsoever, including any claim for indemnity or for contribution, in law,
admiralty, or equity, that any of Jean-Francois Rossignol, Romark Laboratories,
L.C. and/or Marc S. Ayers now has, ever had, or that may hereafter have, whether
known or unknown, suspected or unsuspected, potential or actual, asserted, or
warranted, from the beginning of the world up to the date of this letter
agreement. This release shall not constitute a release of any obligations or
duties expressly and specifically imposed upon any Party by this letter
agreement, nor shall it constitute a release of any claims made in the pending
court case, Ayers v. Belmac, Case No. 93-4515, in the Thirteenth Judicial
Circuit of Florida. This release shall become effective immediately upon payment
of the final $100,000 installment due on or before March 3, 1996, as set forth
above.
As consideration for the payments made pursuant to this letter agreement, the
settlement of the pending court case and the pending arbitration and the release
provided herein, Belmac Corporation hereby releases and forever discharges
Jean-Francois Rossignol, Romark Laboratories, L.C. and Marc S. Ayers and their
employees, agents, partners, attorneys, affiliates, representatives, privies,
successors, assigns, shareholders, directors, officers, and subsidiaries from
any and all actions, causes of action, lawsuits, arbitrations, injuries, losses,
payments, attorneys' fees, benefits, rights, damages, costs, loss of service,
loss of opportunities, loss of profits, liens, expenses, compensation, suits,
debts, dues, sums of money, accounts, reckonings, bonds, stock claims, bills,
securities, specialities, covenants, contracts, controversies, agreements,
promises, variances, judgments, extents, executions, claims, and demands, of any
type whatsoever, including any claim for indemnity or for contribution, in law,
admiralty, or equity, that Belmac Corporation now has, ever had, or that may
hereafter have, whether known or unknown, suspected or unsuspected, potential or
actual, asserted, or warranted, from the beginning of the world up to the date
of this letter agreement. This release shall not constitute a release of any
obligations or duties expressly and specifically imposed upon any Party by this
letter agreement, nor shall it constitute a release of any claims made in the
pending court case, Ayers v. Belmac, Case No. 93-4515, in the Thirteenth
Judicial Circuit of Florida. This release shall become effective immediately
upon payment of the final $100,000 installment due on or before March 31, 1996,
as set forth above.
The Parties agree to file, on or before December 8, 1995, a stipulation for
voluntary dismissal with regard to the pending court case (Belmac v. Rossignol,
et al., Case No. 95-2605, in the Thirteenth Judicial Circuit of Florida), and
Jean-Francois Rossignol agrees, on or before December 8, 1995, to dismiss the
pending arbitration (American Arbitration Association Case No. 33-133-00050-95).
Each of the Parties will bear their own attorneys' fees and costs.
Finally, the Parties agree that they have not relied upon any representations,
statements, inducements, acts or omissions of any other Party in entering into
this letter agreement. Because
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of the history and nature of the litigation and the relationship of the Parties,
it would be unreasonable for the Parties to rely upon any such representations,
statements, inducements, acts or omissions of any other party. Therefore, the
Parties hereby expressly and specifically waive any and all claims for fraud in
the inducement, recision, and any other claims relating to the validity of this
letter agreement.
Please sign this letter agreement in the space provided below.
Agreed to by: Agreed to by:
Belmac Corporation
/s/ James R. Murphy /s/ Jean-Francois Rossignol
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by: James R. Murphy Jean-Francois Rossignol
its: Chairman and CEO
Date: December 6, 1995 Date: December 6, 1995
Agreed to by: Agreed to by:
Romark Laboratories, L.C.
/s/ Marc S. Ayers /s/ Marc S. Ayers
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by: Marc S. Ayers Marc S. Ayers
its: President
Date: December 6, 1995 Date: December 6, 1995
