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Schedule 13D(a)
Amendment: 3
Name of Issuer: EuroMed, Inc.
Class: Common Stock
CUSIP: 298735101
Name: Gregory Alan Gaylor, 14800 Quorum Suite 200 Dallas, Texas 75248
(972) 490-8420
Date: February 3, 1999
1. GREGORY ALAN GAYLOR
2. (b) Gregory Alan Gaylor ("Gaylor") disclaims any association with a group,
and does not hold any proxies nor have any understandings with respect to
the beneficial ownership of EuroMed common stock, nor the collective voting
of this common stock for the purposes of changing the EuroMed Board of
Directors or its management. This schedule expressly amends any and all
previous Schedules 13(D) that Gaylor has filed with respect to EuroMed to
the extent they are inconsistent. For more information, refer to Item
2(e).
3. -
4. PF
5. /X/
6. USA
7. 0
8. 0
9. 125,000
10. -
11. 125,000
12. 0
13. 8.88%
14. IN
1. Security and Issuer:
Common Stock
EuroMed, Inc.
8214 Westchester Suite 500
Dallas, Texas 75225
2. Identity and Background:
(a) Gregory Alan Gaylor
(b) 14800 Quorum Drive
Suite 200
Dallas, Texas 75240
(c) Investor
Maverick Advisors, Inc.
14800 Quorum Drive
Suite 200
Dallas, Texas 75240
(d) No
(e) Yes:
Within the last five years Gaylor has 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
Schedule 13D(a) Gregory Gaylor
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finding any violation with respect to such laws. These judgments or orders
are attached hereto as Exhibits 1, 2, and 3.
(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.
4. Purpose of Transaction:
The reporting person retains the EuroMed shares for investment purposes.
5. Interest in Securities of the Issuer:
(a) 125,000 aggregate common shares for reporting person, 8.88% based
upon 1,407,000 common shares outstanding as disclosed by EuroMed on
December 22, 1998.
(b) 125,000 common shares sole dispositive power
(c) Gregory Alan Gaylor sold 1500 shares at $ .75 cents per share on
4/23/98, which were previously acquired on 12/23/97 for $ .30 per
share; these shares were traded through an NASD broker dealer, Centex
Securities of La Jolla, California. Jan Bouwman, a former reporting
person and former member of a group, sold 4100 shares on 4/21/98 for
$.75 cents per share. Bouwman is no longer a member of a control
group with Gaylor, as all of his shares in EuroMed have been sold.
Proxies from various EuroMed shareholders, previously disclosed in
the first 13D, and the subsequent two amended 13D's filed in January
1998, and February 1998, respectively, were disclaimed on March 23,
1998, pursuant to the March 10, 1998 Order of the United States
District Court, Dallas. This disclaimer included the waiver of
interest in all proxies acquired from EuroMed shareholders. A copy
of this proxy disclaimer from Gaylor and Bouwman is attached hereto
as Exhibit 4. 11,558 shares previously held by Gaylor through a proxy
from William Gaylor were disclaimed on March 23, 1998.
(d) Not applicable
(e) Not applicable
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer:
The 125,000 shares of common stock owned by Gaylor are pledged in a margin
agreement with VP Bank. A proxy representing the voting rights to the
125,000 shares was executed on February 2, 1999. This proxy provides
EuroMed with full voting control of the 125,000 shares for seven years.
Schedule 13D(a) Gregory Gaylor
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7. Material to be Filed as Exhibits:
1. Final Judgment of the United States District Court 7/29/97
2. Contempt Order of the United States District Court 3/10/98
3. Contempt Order of the United States District Court 1/6/99
4. Proxy disclaimer filed with the United States District Court
Dated: February 3, 1999.
/s/ Gregory Alan Gaylor
-----------------------
Gregory Alan Gaylor
Schedule 13D(a) Gregory Gaylor
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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
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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
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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.
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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
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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
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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
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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
