Form8-K2
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UNITED STATES 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
November 22, 2000
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(Date of earliest event reported}
BioMeridan Corporation
(formerly Magellan Technology, Inc.)
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(Exact name of registrant as specified in its charter)
Utah 0-18271 87-0284979
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
12411 South 265 West, Suite F
Draper, Utah 84020
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (801) 501-7517
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Item 2. Acquisition or Disposition of Assets
On November 22, 2000, BioMeridian Corporation (f/k/a Magellan Technology,
Inc.) (the "Company"), Biological Technologies, Inc., a wholly-owned subsidiary
of the Company ("BTI") and Greenberg Asset Management Trust ("Greenberg")
entered into an Amendment to Notes Payable (the "Agreement") pursuant to which
BTI agreed to sell to Greenberg substantially all of the assets of Biological
Technologies International Inc. that were acquired by BTI pursuant to the
Agreement and Plan of Merger dated August 11, 1999 (the "Assets"). The Assets
include the BTA S-2000, the BTA S-2000SG, an interest in the development-stage
BTA S-3000 and substantially all of the other assets, inventory and intellectual
property owned by BTI related to Biological Terrain Assessment. Biological
Terrain Assessment is process for assessing a patient's health by examining the
acid balance, oxidative stress level and mineral concentrations in a patient's
blood, urine and saliva. BTI's initial acquisition of the Assets was reported in
a Current Report on Form 8-K filed with the SEC on October 1, 1999.
As consideration for the Assets, Greenberg agreed to forgive all
indebtedness of the Company to Greenberg, which indebtedness totaled $463,000 as
of October 16, 2000. The board of directors determined that the consideration
received for the Assets was appropriate after extensive arms-length negotiation
and after considering such factors as the liquidity of the Company, the
possibility of a default on the forgiven indebtedness, the costs associated with
the Assets and the revenues derived from the Assets.
The Agreement also includes the following terms:
o All BTA S-2000 technology and software development will belong to
Greenberg;
o BioMeridian will be a preferred distributor of BTA S-2000, BTA
S-2000G and related products
o The BTA S-3000 software and basic firmware will belong to
Greenberg, while the BTA S-3000 mechanical design, electrical
design and automation firmware/software will belong to the
Company (which software the Company is obligated to complete).
Each of the Company and Greenberg will be able to license the BTA
S-3000 software at specified costs;
o Trade payables and receivables associated with BTI and the Assets
are apportioned to the Company prior to October 16, 2000 and to
Greenberg after October 16, 2000 (with certain specified
exceptions); and
o Dr. Greenberg, founder and owner of Greenberg, executed a
Consulting Agreement in the form attached hereto as Exhibit 10.2.
The Company and Greenberg agree that Greenberg will remain on the
advisory board of the Company.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
10.1 Amendment to Notes Payable
10.2 Consultant Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
BioMeridian Corporation
By: /s/ Mark Seethaler
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Mark Seethaler, Vice President of Finance,
Chief Financial Officer
Date: November 29, 2000
