<PAGE>
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: January 8, 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. Gaylor is a principal
co-plaintiff in a shareholder derivative lawsuit in the District Court of
Clark County, Nevada (cause A373888). In June 1997 and July 1998, Gaylor
and the former CFO of EuroMed, Jan Bouwman ("Bouwman"), sought the
intervention of the Nevada District Court and the appointment of a trustee
and receiver for EuroMed, Inc. ("EuroMed") on behalf of similarly situated
shareholders of EuroMed. Gaylor and Bouwman are also co-plaintiff's in a
shareholder derivative lawsuit which was filed in November 1998 in
District Court, Dallas County, Texas. This lawsuit was recently removed by
EuroMed, a defendant with Jackson Walker LLP, to the United States
District Court, Dallas, Texas. For more information, refer to Item 2(e).
3. -
4. PF
5. -
6. USA
7. 125,000
8. 0
9. 0
10. -
11. 125,000
12. 8.88%
13. 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
Schedule 13D(a) Gregory Gaylor
1
<PAGE>
(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. This 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.
Schedule 13D(a) Gregory Gaylor
2
<PAGE>
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.
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 ss. 78m(d), and from violating any other provision
of the Securities and Exchange Act of 1934, 15 USC ss. 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
Securities 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.
Schedule 13D(a) Gregory Gaylor
3
<PAGE>
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.
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
Schedule 13D(a) Gregory Gaylor
4
<PAGE>
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, 1998. 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, 1998. 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.
The information provided herein with respect to these
issues is only a summary of complex and detailed
on-going litigation. Refer to the Exhibits 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.
4. Purpose of Transaction:
The reporting persons herein desire to replace the EuroMed Board of
Directors.
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 voting 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
Schedule 13D(a) Gregory Gaylor
5
<PAGE>
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 1997, 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) September 29, 1998 - this is an estimated date.
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer:
There are no contracts, arrangements, understandings or
relationships except for two shareholder derivative causes filed in
Nevada and Texas against EuroMed, Inc. 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.
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: January 8, 1999.
/s/ Gregory Alan Gaylor
------------------------
Gregory Alan Gaylor
Schedule 13D(a) Gregory Gaylor
<PAGE>
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
