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): September 9, 1999
BIOGAN INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-23489 58-1832055
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7213 Potomac Drive, Boise, Idaho 83704
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code. 208-376-8500
================================================================================
(Former name or former address, if changed since last report.)
Item 5. Other Events.
1. R-Tec Holding, Inc. Stock Dividend: On August 19th , 1999, Biogan
organized its wholly owned subsidiary R-Tec Holding, Inc, an Idaho corporation,
into which Biogan transferred its 50% ownership interest in IntorCorp, Inc. in
exchange for 4,266,797 shares of common stock. On September 27, 1999, Biogan
payed a stock dividend of all of its R-Tec Holding common stock to its September
15, 1999, shareholders of record, at the rate of one share of R-Tec Holding for
each 20 shares of Biogan, rounded up. The stock dividend was paid to American
Securities Transfer & Trust, Inc., the Transfer Agent, in escrow until such time
as an Information Statement is sent to each of the shareholders receiving such
R-Tec Holding dividend stock, and the Form 10SB to be filed with the SEC by
R-Tec Holding, Inc. is effective. Management of R-Tec Holding is presently
preparing an Information Statement to be mailed to the shareholders receiving
R-Tec Holding stock and Form 10SB for filing with the Securities and Exchange
Commission.
The spin-off of R-Tec Holding, Inc. preserved for Biogan shareholders of
the record date (September 15, 1999) their proportionate interest in the
IntorCorp Motor project, with their shares
<PAGE>
in R-Tec Holding, Inc., and cleared the financial records of Biogan
International, Inc. for its negotiations with Tiaro Bay announced in item 3 of
this report.
2. R-Tec Holding, Inc. Recapitalization Agreement with R-Tec Corporation:
On October 11, 1999, R-Tec Holding, Inc. entered into a definitive agreement
with R-Tec Corporation and its shareholders under the terms of which (i) the
shareholders of R-Tec Corporation will transfer 80% of the common stock of R-Tec
Corporation to R-Tec Holding in exchange for 4,266,797 shares of common stock
(50% ownership) of R-Tec Holding; and (ii) R- Tec Holding will contribute its
common stock of IntorCorp to R-Tec Corporation. The closing date of the
transaction is presently scheduled for November 3, 1999. R-Tec Corporation is an
engineering company with sales for the nine months ending September 30, 1999, of
$1,021,393, and a net profit before tax of $82,731(unaudited), and a balance
sheet equity of $218,500 (unaudited). As part of the transaction R-Tec
Corporation will agree to redeem from the original shareholders the remaining
20% of the outstanding common stock, and pay other benefits to the stockholders,
that will total $300,000 within 12 months from closing. In addition to the
customary conditions, the primary contingency for closing the transaction is the
ability of R-Tec Holding, Inc. to raise approximately $450,000 working capital
to finance expansion of R-Tec Corporation's business. Under the terms of the
agreement, the insider shareholders of R-Tec Holding descended from Biogan will
agree to enter into a voting agreement to enable the shareholders descendent
from R-Tec Corporation to nominate a majority of the directors of R- Tec Holding
for a period of five years from the date of closing.
R-Tec Corporation personnel have previously assisted in the development of the
IntorCorp Motor, and a major incentive of the reorganization is the continued
development by R-Tec Corporation of the IntorCorp Motor project.
The parties intend to comply with registration and reporting requirements under
the Exchange Act, in order that the distribution of R-Tec Holding, Inc. shares
to Biogan shareholders will be in compliance with the Exchange Act and with the
NASD so that when such registration is effective, the stock of R-Tec Holding
Inc. may be publicly traded.
3. Biogan and Tiaro Bay Agreement: On September 9, 1999, Biogan entered
into an Agreement and Plan of Reorganization with Tiaro Bay Resources, Inc., a
Canadian corporation, under the terms of which Biogan agrees to (i) change its
name to HMZ Metals, Inc., (ii) effect a 1 for 12 reverse stock split, and (iii)
issue 33,300,000 shares of stock (approximately 82% of Biogan stock post reverse
split) to shareholders residing in foreign countries, to acquire 100% of a
mining and refining company incorporated under the laws of the Peoples Republic
of China. As part of the agreement Tiaro Bay agrees to provide funds for the
payment of identified liabilities of Biogan, and to date has made a $ 23,000
advance payment therefore. By amendment the closing of the transaction is
presently scheduled for November 30, 1999. Biogan will be filing the September
30, 1999, 10Q Report. Under the terms of the agreement Tiaro Bay may by 30 days
written notice terminate the agreement.
The target mining and refining company had as of June 30, 1998, (audited
statements) in excess of 51 Million in assets, and a shareholders equity of in
excess of 31 Million, and revenues
<PAGE>
for the 6 months ended June 30, 1998, in excess of 28 Million and a net profit
in excess of 2 Million. Tiaro Bay is providing management in mining and refining
expertise, and is currently arranging 11.3 Million of capital for modernizing
the refining equipment and operation which is expected to increase production
and profits. Products from the mining company include blister copper, copper
cathodes, silver, gold, and concentrates of zinc, tin, lead, titanium, rare
earth, antimony, coal and sulfuric acid.
- --------------------------------------------------------------------------------
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.
BIOGAN INTERNATIONAL, INC.
(Registrant)
Date: October 26, 1999. By /s/ Ronald J. Tolman
---------------------------------------
Ronald J. Tolman, Acting Vice-President
Date: October 26, 1999. By /s/ Rulon L. Tolman
---------------------------------------
Rulon L. Tolman, Vice-President
