<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
EUROMED, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
298735101
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(CUSIP Number)
Gregory Alan Gaylor: 11440 West Bernardo Ct Ste 300 San Diego, CA 92127
(619)674-6669
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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January 3, 1998
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(Date of Event which Requires Filing of this Statement)
* This is a restated schedule 13d(a) amendment 1 transmitted in compliance with
an order of the United States District Court. See Exhibit 3.
SCHEDULE 13D
CUSIP No. 298735101 Page 10
F2 PAGES
- -------------------------------------------------------------------------------
(1) Names of Reporting Person. S.S. or I.R.S. Identification Nos. of Above
Person
Gregory Alan Gaylor
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
PF
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) /x/
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States of America
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Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting Gaylor: 126,500
Person With --------------------------------------------------
(8) Shared Voting
Power
271,948
--------------------------------------------------
(9) Sole Dispositive
Power
--------------------------------------------------
(10) Shared Dispositive
Power
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
402,548 shares for reporting group
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
31.5%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
In
- -------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 298735101 Page 20
F2 PAGES
- -------------------------------------------------------------------------------
(1) Names of Reporting Person. S.S. or I.R.S. Identification Nos. of Above
Person
Jan Bouwman
Page 3
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- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
No funds were used
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) /x/
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
The Netherlands
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting Bouwman: 4,100
Person With --------------------------------------------------
(8) Shared Voting
Power
271,948
--------------------------------------------------
(9) Sole Dispositive
Power
--------------------------------------------------
(10) Shared Dispositive
Power
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
402,548 shares for reporting group
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
31.5%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
In
- -------------------------------------------------------------------------------
Page 4
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Schedule 13D Amendment (1) EuroMed, Inc. Cusip 298735101
Respondents: Gregory Alan Gaylor Jan Bouwman
1. Security and Issuer:
Common Stock
EuroMed, Inc.
Wilhelminakanaal Noord 6
4902 VR Oosterhout
The Netherlands
2. Identity and Background:
(a) Gregory Alan Gaylor
(b) 11440 West Bernardo Court
Suite 300
San Diego, California 92127
(c) Investor
Maverick Advisors, Inc.
11440 West Bernardo Court
Suite 300
San Diego, California 92127
(d) No
(e) Yes:
The following is a description of certain legal actions involving Gregory
Alan Gaylor and EuroMed. In summary, Gaylor has been judged in violation of
section 13(d) of the Securities Exchange Act of 1934 and has been cited for
Contempt of Court, on two occasions in March 1998 and in January 1999, by the
United States District Court of the Northern District of Texas, Dallas
Division. Gaylor will appeal the latest Contempt Order with the United States
Court of Appeals, Fifth Circuit.
Chronology:
In February 1997, certain directors of EuroMed filed a lawsuit against
Gregory Alan Gaylor ("Gaylor"), a director of EuroMed, in the United States
District Court, Northern District of Texas, Dallas Division. T
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his lawsuit was secretly filed in the name of EuroMed without the knowledge,
consent, approval or authorization of the EuroMed Board of Directors, the
bona-fide governing authority for EuroMed, Inc. and its corporate executive.
This case, cause 3-97cv0322, alleged that director and shareholder Gregory
Alan Gaylor violated federal securities regulations, in specific, Section
13(d) of the Securities Exchange Act of 1934, with respect to his
participation with Jan Bouwman, Robert Jansonius, A. Doets, and N.T.P.
Roozekrans in a series of meetings of the EuroMed Board of Directors in
November 1996 in which the EuroMed Board removed A. Francois Hinnen, and
Robert A. Shuey III from their executive capacities with EuroMed and its
subsidiaries, Galenica B.V., Confedera B.V., and EuroMed Europe B.V. This
case alleged that in removing A. Francois Hinnen and Robert A. Shuey III from
their executive offices, Gregory Alan Gaylor failed to comply with federal
securities regulations with respect to the disclosure of his participation in
a control group seeking a change in EuroMed's management. None of the other
directors of EuroMed who participated with Gregory Alan Gaylor in the board
meetings in November 1996 were named as defendants in this case. The actions
cited in the complaint were taken by the EuroMed Board of Directors, the
governing body of EuroMed under Nevada law.
In December 1996, Robert Jansonius, an independent director, resigned from
the EuroMed Board of Directors. In February 1997, A. Doets and N.T.P.
Roozekrans resigned from the EuroMed Board of Directors. C.D.J. Evers,
resigned from the EuroMed Board of Directors in February 1997. EuroMed did
not disclose these resignations.
In March 1997, the EuroMed Board of Directors met to discuss the divestiture
of one of its pharmaceutical subsidiaries in The Netherlands, Pluripharm
International B.V. ("Pluripharm"). EuroMed acquired Pluripharm in July 1996
for approximately $ 5.87 million in cash and 850,000 shares of EuroMed's
common stock valued at $ 6.75 per share, for a total estimated value of
$ 11.6 million. Pluripharm reported revenue of approximately $ 35 million and
net income of approximately $ 1.26 million for the year-ended December 1996.
However, in March 1997, the EuroMed Board of Directors voted to divest of
Pluripharm. Gregory Alan Gaylor voted against this divestiture.
In May 1997, EuroMed convened its annual shareholder meeting, with only ten
days notification, and elected new directors. Gregory Alan Gaylor was not
included in the election of the new directors.
In April 1997, Gregory Alan Gaylor tendered notice to EuroMed and the EuroMed
Board of Directors of his demands for indemnification of the expenses and
burden of the lawsuit filed in the name of EuroMed in February 1997.
Page 6
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In response, in May 1997, Gregory Alan Gaylor and Jan Bouwman, the former
Chief Financial Officer of EuroMed, filed a shareholder derivative lawsuit in
the District Court, Clark County, Nevada against EuroMed, the EuroMed Board
of Directors, and the other parties involved in the divestiture of
Pluripharm. This Nevada lawsuit, cause A373888, sought damages, on behalf of
the EuroMed shareholders, against EuroMed, its officers and directors, for
among other things, their collective and individual breach of fiduciary
duties, for negligence, for breach of good faith and fair-dealing, for unjust
enrichment, for civil conspiracy, and also for injunctive and declaratory
relief relating to the corporate governance of EuroMed. In addition, a
Temporary Restraining Order was secured against EuroMed, the EuroMed Board of
Directors and others, preventing them from divesting of Pluripharm. The
underlying case is pending in the Nevada District Court.
Gregory Alan Gaylor and Jan Bouwman subsequently filed in June 1996, in the
Nevada District Court, an Application for a Receiver to conserve, preserve,
protect and administer all of the assets of EuroMed and to manage and operate
EuroMed's business. The temporary restraining order was subsequently
dissolved, and in July 1997 EuroMed divested of Pluripharm for an estimated
loss of $ 3.2 million.
The Nevada District Court appointed a Special Master in July 1997.
Contemporaneous with the July hearings in the Nevada District Court, EuroMed
moved to default Gregory Alan Gaylor in the case before the United States
District Court for the Northern District of Texas, Dallas Division. A final
judgment was entered against Gregory Alan Gaylor on July 29, 1997 for
approximately $ 16 million. This judgment included damages for violations of
Section 13(d) of the Securities Exchange Act of 1934, for interference with
EuroMed's business relations, and for disparagement of EuroMed's management
and operations. Of the $ 16 million, $ 5,350,000 was awarded to EuroMed for
business disparagement and intentional interference with contract. EuroMed
was also awarded $ 10,700,000 in punitive damages. The Final Judgment
restrained and enjoined Gaylor and his active associates from violating
Section 13(d) of the Securities Act of 1934 15 USC Section 78m(d), and from
violating any other provision of the Securities and Exchange Act of 1934, 15
USC Section 78. A copy of this Final Judgment is attached hereto as Exhibit 1.
In September 1997, approximately 120 days after EuroMed divested of
Pluripharm, Bank MeesPierson of The Netherlands assumed control of the
receipts and disbursements of EuroMed's subsidiaries, Galenica B.V. and
Confedera B.V. In November 1997, the courts of Breda and Utrecht of The
Netherlands appointed a trustee for Galenica B.V. and Confedera B.V. EuroMed
was effectively insolvent. EuroMed did not disclose this insolvency in an 8k
filing with the Secu
Page 7
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rities and Exchange Commission ("SEC"). EuroMed did not file a 10Q for the
third quarter ended September 30, 1997 until it made various late filings
with the SEC in December 1998.
In December 1997, as a consequence of the appointment of a trustee for its
pharmaceutical business, EuroMed announced the divestiture of Galenica B.V.
and Confedera B.V. for an estimated $ 1 million in cash and other promises.
In response, Gregory Alan Gaylor and Jan Bouwman solicited proxies from
certain EuroMed shareholders, who were named plaintiff's in the Nevada
derivative shareholder action. A schedule 13(d) was filed on December 19,
1997, fully disclosing the shareholdings of Gregory Alan Gaylor and Jan
Bouwman and the solicitation of these proxies. This first 13(d) was not filed
electronically and does not appear on the Edgar System, however, the SEC
accepted this filing on December 29, 1997 and copies can be obtained through
the SEC. Amendments to the schedule 13(d) were filed in January and February
1998.
Nevertheless, in March 1998, at a show cause hearing on a matter of contempt,
the United States District Court found Gregory Alan Gaylor and Jan Bouwman in
contempt of court for violating Sections 13(d), 14(d), and 14(e) of the
Securities Act of 1934. Gaylor and Bouwman, and any persons acting in concert
or participating with them, were permanently enjoined and prohibited from
voting any shares of EuroMed stock based on any proxies that were solicited
and or received through March 10, 1998. Gaylor and Bouwman were ordered to
disclaim any interest in these proxies. Gaylor and Bouwman were ordered not
to solicit any further proxies until and unless they fully complied with the
federal securities laws and this Court's final judgment and orders.
A copy of this order dated March 10, 1998 is attached hereto as Exhibit 2.
An appeal to the United States Court of Appeals, Fifth Circuit Court, was
filed in March 1998, however this appeal was not concluded because Gregory
Alan Gaylor did not have the resources to retain counsel.
In response to these developments, in July 1998, Gregory Alan Gaylor and Jan
Bouwman filed a second Application for a Receiver in the Nevada District
Court. In response, the Nevada District Court again, for the second time,
declined to appoint a receiver.
As a consequence of the receiver action undertaken by Gregory Alan Gaylor and
Jan Bouwman, EuroMed filed a second motion for contempt in the United States
District Court in Dallas, Texas.
Page 8
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The United States District Court magistrate recommended that Gregory Alan
Gaylor and Jan Bouwman be cited for contempt of court for violating Sections
13(d) of the Securities Act of 1934 because, among other things, the receiver
application was deemed to be an attempt by Gregory Alan Gaylor and Jan
Bouwman to take control of EuroMed and therefore a material event requiring
compliance with Section 13(d) of the Securities Act of 1934 - specifically an
event requiring the amendment of the previously filed 13(d)'s.
Gregory Alan Gaylor subsequently filed objections to these recommendations.
In his objections, Gaylor argued that the receiver action was not an attempt
to take control of EuroMed because the request was made for the court
appointment of a receiver and trustee, and as such the court appointed
trustee would be in control of EuroMed under Nevada law, not Gaylor.
Furthermore, Gaylor argued that because EuroMed had not properly disclosed
the total number of outstanding shares, and failed to file timely and
adequate disclosures with the SEC, it was impossible to accurately determine
the number of shares used in the calculations necessary for determining
compliance with Section 13(d) of the Securites Act of 1934. Although Gaylor
argued in the second receiver application that EuroMed should have had
1,400,000 shares outstanding as of July 28, 1998, there was in fact a
significant question as to the correct number of outstanding shares. A review
of the transfer agent stock ledger revealed that EuroMed had 3,280,000 shares
outstanding as of June 18, 1998. Therefore, Gaylor argued that his control of
136,558 shares was less than the 5% threshold of Section 13D.
A final order with respect to this issue was signed by the respective United
States District Court on January 6, 1999. A copy of this, Injunction and
Civil Contempt Order, is attached hereto as Exhibit 3. This order stated that
Gaylor must amend his February 4, 1998 and February 19, 1998 schedule 13D
filings with the SEC and file a new 13(d) disclosing his 5% beneficial
interest. These amendments must, according to the order, show that Gaylor has
within the last five years been a party to civil proceedings of a judicial
body a result of which he was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. This order further required the submission of voting
proxies from Gaylor and Bouwman to EuroMed before January 22, 1999. The
purpose of this submission of proxies for shares held by Gaylor and Bouwman
is to enable EuroMed to vote all of Gaylor and Bouwman's shares of EuroMed
common stock. Gregory Alan Gaylor and Jan Bouwman will file a notice of
appeal with the Fifth Circuit Court of Appeals. Gregory Alan Gaylor and Jan
Bouwman deny any wrongdoing, any violation of federal securities regulations
and will vigorously contest this order through the appeals process.
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The information provided herein with respect to these issues is only a
summary of complex and detailed on-going litigation. Refer to the Exhibits
1-4 for further detail.
(f) USA
3. Source and Amount of Funds or Other Consideration:
Shares were acquired in October 1995 through a merger of Swiss Nassau
Corporation, a Nevada corporation, which Gaylor controlled exclusively, and
the two predecessor operating subsidiaries of EuroMed, Galenica B.V. and
Confedera B.V., each Netherlands limited liability companies. Swiss Nassau
Corporation exchanged 1,850,000 shares for all of the capital stock and
shares of Galenica B.V. and Confedera B.V. Immediately preceding this
transaction, Swiss Nassau Corporation changed its name to EuroMed, Inc. and
its board of directors declared a stock split, whereby the total outstanding
shares increased to 2,000,000. Gaylor subsequently gifted to Richard F.
Dahlson, Jackson Walker LLP, the securities counsel for EuroMed, a total of
25,000 shares of the 150,000 shares Gaylor held in EuroMed common stock. This
transaction was concluded before the EuroMed IPO in March 1996, and was
disclosed in the S-1 registration statements and amendments of the issuer,
EuroMed.
Shares were purchased with personal funds in the amount of $475.
Proxies were acquired under consent of the shareholder(s)
4. Purpose of Transaction:
The reporting individuals herein desire to replace the board of directors
of the issuer.
5. Interest in Securities of the Issuer:
(a) 402,548 aggregate shares for reporting group, 31.5% based upon
1,277,000 total shares outstanding - such information as disclosed
by the issuer on December 8, 1997.
(b) 126,500 shares sole voting power; 271,948 shares shared voting
power, with Jan Bouwman
(c) Gregory Alan Gaylor purchased 1500 shares on 12/23/97 for $.30 per
share through a NASD broker dealer. Proxies were received for
shares in aggregate of 198,965.
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(d) Not applicable
(e) Not applicable
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer:
Gregory Alan Gaylor is a co-plaintiff with Jan Bouwman in a shareholder
derivative cause filed in the District Court, Clark County Nevada (cause
A373888). Gaylor and Bouwman filed this cause on behalf of all EuroMed
shareholders similarly situated. On two occasions, in June 1997 and July
1998, Gaylor and Bouwman filed receiver applications in the Nevada District
Court seeking a court appointed trustee and receiver for EuroMed. Gaylor and
Bouwman filed another shareholder derivative cause in November 1998 in the
District Court, Dallas, County, Texas against EuroMed, the EuroMed Board of
Directors, Richard F. Dahlson and Jackson Walker LLP. This cause was
subsequently removed to the United States District Court, Dallas.
Proxies for the issuer's common stock were acquired from the following, with
proxies in bold highlighted to designate those, which were acquired
subsequent to the previous 13D filing: THESE PROXIES WERE DISCLAIMED ON MARCH
23, 1998 - SEE EXHIBIT 4.
<TABLE>
<S> <C>
EDWIN KISSEL MD, HILDA ANN KISSEL JTWROS 42,200
BARBARA SCHILLER 22,800
WALTER SCHILLER 20,000
CAROL J. PIAZZA TRUSTEE PIAZZA FAMILY TRUST 15,450
VERN MAYNARD FBO MAYNARD FAMILY TRUST 15,000
William C. Gaylor IRA 11,558
SAUL STEINBERG 10,000
Frank Knight 8,000
C.D.J. Evers 6,500
Robert M. Mitchell 6,500
Jack Bob Wine FBO Jack Bob Wine Trust 6,000
MARC VOIT 5,700
Gary A. Bartlett 5,400
JOHN K. WAKEN + GRACIE E. WAKEN CO TTEES FBO 5,000
WAKEN TR
SAL FEDERICO 5,000
RANDALL M. TOIG 5,000
</TABLE>
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<TABLE>
<S> <C>
HENRY MIYATAKE 5,000
William G. Paton 5,000
REB. EPHRAIM CHAIM, ROCHEL CHARITABLE FOUNDATION 4,500
EDWARD K. BINGGELI 3,000
ESPY P. GREGORY 3,000
RUSSELL SARGEANT FBO RUSSELL SARGEANT TRUST 2,300
Robert J. Vissa, Jr. 2,100
R.E. Keefe MD Tr FBO R.E. Keefe MD Trust 2,000
RAYMOND T. STEWART IRA 2,000
WESLEY D. MITCHELL 2,000
JAMES CARROLL HILL TRUST, ADRIAN L. HILL TRUSTEE 2,000
ADRIAN L. + MARGARET J. HILL TRUST, ADRIAN L., MARGARET 2,000
J. HILL TTEES
RONALD F. ANDERSON, NYKOLE ANDERSON JTWROS 2,000
R.E. KEEFE JR. TR, KEEFE FAMILY TRUST 2,000
Riad, Florence Abou-Mourad, JTWROS 2,000
Har Rose Farms 1,825
EILEEN S. CASSIDY 1,631
Jacques Michel Vidal 1,600
Ingrid Kaempfert 1,600
STEVE COLES 1,500
Carl B.O. Connor 1,500
Thomas J. Langan 1,500
PETER STEIN, 1,464
Jean S. Crocco 1,400
STEPHEN J. MCARDLE III, SUSAN PLEU, JTWROS 1,300
ARDIS G. AVEY TRUST 1,125
Teague S. Crocco 1,100
STEVEN D., CAROL A. MOORE, JTWROS 1,000
WING MARK 1,000
TOWNLEY L., JANE A. ANDERSON 1,000
NANCY L. ARMSTRONG, JOSEPHINE ULRECH JT TEN 1,000
JOHN R. PARKS, III 1,000
HARVEY N. SHORT TRUSTEE, FBO HARVEY N. SHORT TRUST 1,000
JAMES J., KAREN L. ESPER, TTEES ESPER FAMILY 1,000
NOMINEE TR
MANUEL SKIP MOLINA 1,000
BARRY BRAUNE 1,000
PATRICK VESEY, JEAN VESEY JTWROS 1,000
FTC TR JB+R GRAPHIC SERVICES, JASPER W. ORMAND 1,000
LLOYD L. SMITH 1,000
EUGENE L. NAKAMURA 1,000
Philip M. Hanna, IRA 1,000
Julie I. Lane, IRA 1,000
Linda M. Wood, IRA 1,000
Harry E. Schorle, IRA 1,000
Carl Carlzen 1,000
MAVYS HENDRIX 910
</TABLE>
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<TABLE>
<S> <C>
ELAINE MCANINCH 910
WILLIAM A. CAREY, JR. 775
ANN, WARREN RENFROE, JTWROS 700
HERMAN F. ZERWECK 600
GLORIA LUXENBERG TRUST 500
FREDERICK WEINER 500
Samual B. Magids 500
-------
Total Shares 271,948
-------
-------
</TABLE>
7. Material to Be Filed as Exhibits:
Final Judgment of the United States District Court 7/29/97
Contempt Order of the United States District Court 3/10/98
Contempt Order of the United States District Court 1/6/99
Proxy disclaimer filed with the United States District Court
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
/S/ GREGORY ALAN GAYLOR
-------------------------------
Date: 1/11/99 Name/Title: Gregory Alan Gaylor
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1. Security and Issuer:
Common Stock
EuroMed, Inc.
Wilhelminakanaal Noord 6
4902 VR Oosterhout
The Netherlands
2. Identity and Background:
(a) Jan Bouwman
(b) Boerenstraat 21
4201 GA Gorinchem
The Netherlands
(c) Financial Controller
Matrix Holding BV
Boerenstraat 21
4201 GA Gorinchem
The Netherlands
(d) No
(e) Yes REFER TO 2(e) ABOVE AND EXHIBITS 1-4
(f) The Netherlands
3. Source and Amount of Funds or Other Consideration:
No funds were used. Proxies were acquired under consent of
shareholder(s)
4. Purpose of Transaction:
The reporting individuals herein desire to replace the board of directors
of the issuer.
5. Interest in Securities of the Issuer:
(a) 402,548 aggregate shares for reporting group, 31.5% based upon
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1,277,000 total shares outstanding - such information as
disclosed by the issuer on December 8, 1997.
(b) 4100 shares sole voting power;
271,948 shares shared voting power, with Gregory Alan Gaylor
(c) Proxies were received for shares in aggregate of 198,965
(d) Not applicable
(f) Not applicable
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer: REFER TO ITEM 6 ABOVE.
7. REFER TO ITEM 7 ABOVE.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
/S/ JAN BOUWMAN
-----------------------
Date: 1/11/99 Name/Title: Jan Bouwman
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IN THE UNITED STATES DISTRICT COURT FILED
FOR THE NORTHERN DISTRICT OF TEXAS JUL 29 1997
DALLAS DIVISION NANCY DOHERTY, CLERK
EUROMED, INC.,
CIVIL ACTION NO.
PLAINTIFF,
3-97-CV-0322-N
Vs.
GREGORY ALAN GAYLOR,
DEFENDANT.
FINAL JUDGEMENT
On the 28th day of July, 1997, the Court heard evidence regarding Plaintiff
EuroMed, Inc.'s ("EuroMed") monetary damages in the above-styled and numbered
cause. EuroMed appeared in person by and through its attorneys of record.
Defendant Gregory Alan Gaylor ("Gaylor") failed to appear at the hearing on
EuroMed's monetary damages
1. The Court heard evidence from EuroMed and rendered final judgment for
EuroMed against Gaylor.
2. The Court adopted the Findings of Fact and Conclusions of Law submitted
by EuroMed on July 23, 1997.
3. Based on the Findings of Fact and CONCLUSIONS OF LAW, IT is hereby
ordered, Adjudged, and Decreed that EuroMed recover from Gaylor actual damages
in the amount of $5,350,000.00, plus pre-judgment interest as provided by
law, for business disparagement and intentional interference with contract.
4. Based on the Findings of Fact and Conclusions of Law, it is hereby
Ordered, Adjudged, and Decreed that EuroMed recover from Gaylor punitive damages
in the amount of $10,700,000.00.
5. The Court further adopts the Interlocutory Default Judgment entered in
this matter on June 30, 1997, and hereby Orders, Adjudges, and Decrees that
Gaylor and his officers, agents, servants, employees, and attorneys, and those
persons in active concert or participation with him who receive actual n6tice of
the injunction, are hereby permanently restrained and permanently enjoined from:
(a) violating Section 13(d) of the Securities Exchange Act of 1934, 15
U.S.C. S '78m(d) , by failing to submit the reporting information
required by that Section to EuroMed and the appropriate stock exchange
organization; and
(b) violating any other provision of the Securities Exchange Act of 1934,
15 U.S.C. 5 78.
6. It is further Ordered, Adjudged, and Decreed that EuroMed is entitled to
post-judgment interest from Gaylor on the total amounts awarded to EuroMed, as
indicated above, at the rate
<PAGE>
of 5.56% from the date of entry of judgment until paid in full.
7. It is further ordered, Adjudged, and Decreed that all costs of court-are
taxed against Gaylor.
8. It is further Ordered, Adjudged, and Decreed that execution shall issue
for this Final Judgment.
9. It is further Ordered, Adjudged, and Decreed that all relief not granted
in this Final Judgment is denied, and that this is a final judgment.
SIGNED THIS 29TH DAY OF JULY, 1997.
UNITED STATES DIISTRICT JUDGE
<PAGE>
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
EUROMED, INC.,
Plaintiff,
CIVIL ACTION NO.
Vs.
3-97-CV-0322-H
GREGORY ALAN GAYLOR,
Defendant.
CONTEMPT ORDER
On the 6th day of March, 1998, the Court heard evidence at a show cause
hearing to determine whether Defendant Gregory Alan Gaylor ("Gaylor") and Jan
Bouwman ("Bouwman") should be held in contempt of Court am requested in
Plaintiff Euromed, Inc.'s ("EuroMed") Motion for Contempt. Gaylor and Bouwman
did not file any responsive pleading to Plaintiff's motion for contempt. EuroMed
appeared at the show cause hearing by and through its attorneys of record and
Gaylor appeared at the show cause hearing PRO SE. Bouwman did not appear at the
show cause hearing. The Court received evidence from EuroMed and Gaylor and
makes the following findings and orders:
1. The Court again finds that Gaylor was properly served with the Summons
and Complaint in this case on March 27, 1997.
2. The Court finds that the Final Judgment dated July 29, 1997 woo properly
served on Gaylor and is valid and subsisting in all respects.
3. The Court finds that Gaylor and Bouwman were validly served with and had
actual notice of the Final Judgment, Plaintiff's motion for Contempt, and the
Court's Show Cause Orders dated January 12, 1998.
4. The Court adopts the Findings of Fact and Conclusions of Law EuroMed
submitted in its Pretrial order dated February 27, 1998, and further finds that
clear and convincing evidence was presented that Gaylor and Bouwman failed to
comply with the Final Judgment, and specifically finds that Gaylor and Bouwman
wore ordered to but failed to comply with sections 13(d), 14(d), and 14(e) of
the Securities Exchange Act of 1934 and rules promulgated thereunder.
5. The Court finds that EuroMed has suffered harm as a result of Gaylor's
and Bouwman's actions and that it will suffer irreparable harm unless EuroMed is
granted the further relief set forth in this order.
6. The Court renders Judgment holding Gaylor and Bouwman in contempt of
Court for violating the Final Judgment.
7. The court finds beyond a reasonable doubt that Gaylor and Bouwman
willfully and intentionally failed to comply with the Final Judgment, end
although they will not be taken into custody at this time, they will be
incarcerated for any further violations of the Final Judgment or the court's
orders.
<PAGE>
8. It is hereby Ordered, Adjudged, and Decreed that Gaylor and Bouwman, and
any persons acting in concert or participation with them, are permanently
enjoined and prohibited from voting any shares of Euromed stock based on any
proxies that they have solicited and/or received through the date of this order.
9. It is further Ordered, Adjudged, and Decreed that Gaylor and Bouwman
shall continue to be in contempt of Court unless and until they disclaim and/or
relinquish in writing, on or before March 23, 1998, any interest in any shares
of EuroMed stock, including the ability to vote those shares, based on any
proxies that they solicited and/or received through the date of this Order.
10. It is further Ordered, Adjudged, and Decreed that Gaylor and Bouwman
shall not solicit any further EuroMed proxies unless and until they fully comply
with the federal securities laws and this Court's Final Judgment and orders, and
that their failure to do so will result in their incarceration.
11. It is further Ordered, Adjudged, and Decreed that Gaylor and Bouwman
are, jointly and severally, ordered to immediately pay to EuroMed $5,000.00 for
the expenses and attorneys, fees that EuroMed incurred in filing and prosecuting
its motion for contempt.
12. It in further Ordered, Adjudged, and Decreed that all costs of court in
this proceeding are taxed against Gaylor.
SIGNED this ____day of March, 1998.
UNITED STATES DISTRICT JUDGE
<PAGE>
IN THE UNITED STATES DISTRICT COURT FILED
FOR THE NORTHERN DISTRICT OF TEXAS JAN-6 1999
DALLAS DIVISION NANCY DOHERTY, CLERK
EUROMED, INC.
Plaintiff
Vs.
Civil No. 3:97-CV-0322-H
GREGORY ALAN GAYLOR
Defendant
INJUNCTION AND CIVIL CONTEMPT ORDER
This Order is entered pursuant to the Court's Opinion dictated from the bench
January 6, 1999.
IT IS ORDERED, ADJUDGED AND DECREED by the Court as follows:
1. Defendant Gregory Alan Gaylor and Respondent Jan Bouwman are in contempt
of court. A warrant will issue for Defendant Gaylor's arrest. When arrested
he will be placed in the custody of the United States Marshal for the
Northern District of Texas. Gaylor will remain in the custody of the Marshal
until he complies with the securities laws of the United States in the manner
required by the July 29, 1997 Final Judgment of this Court. Specifically,
Gaylor must do the following:
A. Amend his February 4, 1998, and February 19, 1998 Schedule 13D filings
with the Securities Exchange Commission ("SEC"), pursuant to 17 C.F.R.
Section 240.13d2(a) and 15 U.S.C. Section 78m(d)(2), to show, as required by
17 C.F.R. Section 240.13d-101, Item 2(e), that within the last five years he
has been a party to civil proceeding of a judicial body a result of which he
was subject to a Judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. Gaylor
should include in this amendment the Final Judgment of this Court issued July
29, 1997; the Contempt Order of this Court issued March 10, 1998; this
Contempt Order; and any other judgement, decree, or final order which fit
this criteria of which this Court is unaware. He must also send copies of the
amendments to the issuer of the security at its principal executive office,
by registered or certified mail, and to each exchange where the security is
traded.
B. File with the SEC a new Schedule 13D disclosure indicating that he is
directly or indirectly the owner of more than 5% of EuroMed's common stock,
as well as all other information required by Section 13(d) of the Securities
Exchange Act of 1934. Since Gaylor acknowledges that EuroMed canceled
1,850,000 shares of its stock, (Def's Obj. to Magistrate's Contempt Rec. at
2), he is now beyond the 5% threshold required for filing a Schedule 13D
disclosure. The Court comes to this conclusion because Gaylor represented in
his filing to the Nevada State District Court that he owned 136,558 shares of
EuroMed stock. (PI's Second Mot. For Contempt, Ex. C at 16.) Under Gaylor's
calculations, after the cancellation of the 1,850,000 shares, there are
1,430,000 shares of EuroMed stock outstanding. This makes Gaylor the owner of
9.55% of EuroMed's stock. Therefore, he must file a Schedule 13D disclosure.
In addition to filing the Schedule 13D with the SEC, he must send copies of
the Schedule 13D to
<PAGE>
the issuer of the security at its principal executive office, by registered
or certified mail, and to each exchange where the security is traded. See 15
U.S.C. Section 78m(d)(1) and 17 C.F.R. Section 240.13d-l(a); see also
Magistrate's Contempt Rec. at para 2.3.
The principal executive office of EuroMed, Inc. is 8214 Westchester, Suite 500,
Dallas, Texas 75225.
Upon providing evidence satisfactory to the Court that he has complied with
paragraphs A and B above, Defendant Gaylor will be eligible for release from
custody unless he has failed to comply with paragraphs 2 and 3 below.
2. Defendant Gaylor and Respondent Jan Bouwman are to submit by January
22,1999, to Plaintiff EuroMed voting proxies which will enable EuroMed to
vote all of Gaylor and Bouwman's shares of EuroMed stock.
3. Gaylor and Bouwman, and their agents, servants, employees, and
attorneys, and all persons acting in concert with Gaylor and Bouwman, are
RESTRAINED AND ENJOINED from exercising any voting rights for the shares of
EuroMed stock which they now own or may own in the future.
4. Gaylor and Bouwman, jointly and severally, must pay Plaintiff EuroMed
the sum of Ten Thousand Dollars ($10,000.00) in payment of EuroMed's
reasonable attorneys' fees and expenses in filing and prosecuting Plaintiff s
Motion for Contempt. All court costs associated with these contempt
proceedings are assessed against Gaylor and Bouwman.
The Clerk will provide a certified copy of this Order to the United States
Marshal for the Northern District of Texas, Dallas Division. The Clerk of the
Court will issue a warrant for Defendant Gaylor's arrest. The Marshal shall take
all the appropriate steps to take Gaylor into custody.
SO ORDERED.
DATED: January 6,1999.
BAREFOOT SANDERS, SENIOR JUDGE
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF TEXAS
<PAGE>
IN THE UNITED STATES DISTRICT COURT FILED
FOR THE NORTHERN DISTRICT OF TEXAS MAR 23 1998
DALLAS DIVISION NANCY DOHERTY, CLERK
EUROMED, INC.,
Civil Action Number:
Plaintiff,
3-97-CV-0322-H
Vs.
GREGORY ALAN GAYLOR,
Defendant.
Pursuant to an order of this court dated March 10, 1998, Jan Bouwman and Gregory
Alan Gaylor, the undersigned, hereby disclaim and waive any interest including
voting interest in any and all EuroMed shares presently hold either jointly or
individually by proxy. This disclaimer and waiver does not affect EuroMed shares
we may have purchased or may subsequently purchase, either jointly or
individually. Furthermore, this waiver and disclaimer does not prejudice our
rights to appeal.
Jan Bouwman
Gregory Alan Gaylor
