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 13, 2000
EDG CAPITAL, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 33-37674-NY 11-3023098
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
700 Stewart Avenue, Garden City, New York 11530
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (516) 222-7749
23 Great Rock Drive, Wading River, New York 11729
(Former name or former address, if changed since last report)
ITEM 1. Changes in Control of Registrant
(a) On September 13, 2000, EDG Capital, Inc. (the "Company"), a New York
corporation, acquired (the "Acquisition") 100% of the outstanding capital
stock of Isotope Solutions Inc. ("ISI") (formerly named Molecular Radiation
Management, Inc.), a New York corporation. ISI is a biopharmaceutical
company engaged in the
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businesses of (a) developing the use of select radio-isotopes and related
delivery systems (covered by three issued United States patents assigned to
ISI: two patents are for radio-isotope delivery systems and allow the
targeting of solid cancerous tumors without damaging healthy surrounding
tissue, and the third patent covers the use of radio-active cisplatin in
the treatment of cancer) and (b) managing medical groups specializing in
cancer research and treatment. Subject to shareholder approval, the Company
intends to amend its certificate of incorporation to change its name to
"Isotope Solutions Group, Inc."
The Acquisition was effected pursuant to an Agreement and Plan of
Merger (the "Agreement"), dated September 8, 2000, by and among the
Company, MRM Merger Sub, Inc., a New York corporation and a wholly owned
subsidiary of the Company, and ISI. On September 13, 2000, Merger Sub was
merged with and into ISI, with ISI being the surviving corporation, and ISI
became a wholly-owned subsidiary of the Company. A copy of the Agreement is
attached hereto as Exhibit 2.1 and is hereby incorporated by reference. The
description of the Agreement contained herein is qualified in its entirety
by reference to the full text of Exhibit 2.1.
Pursuant to the Agreement, all of ISI's outstanding common stock,
excluding its treasury stock, which was cancelled, was converted into the
right to receive an aggregate of 7,440,005 shares of the Company's Common
Stock. Simultaneous with the closing of the Acquisition, the Company
effected (a) a 2.57315 for one stock split in the form of a stock dividend
payable to shareholders of record on August 23, 2000 (with all fractional
shares being rounded up), and (b) raised gross proceeds of $1,035,949.25
from the initial closing of a private placement (the "Private Placement")
to accredited investors, through G-V Capital Corp. as the Company's
exclusive placement agent, of 1,284,500 shares of Common Stock at a price
of $.8065 per share. The shares of Common Stock issued in connection with
the Acquisition and the Private Placement were issued pursuant to the
exemptions from registration provided by Section 4(2), and Section 4(6) and
Rule 506 of Regulation D, respectively, promulgated under the Securities
Act of 1933, as amended (the "Act").
In summary, as a result of the Acquisition and the transactions and
events contemplated thereby, the Company has issued and outstanding an
aggregate of 9,442,923 shares of Common Stock, of which the Company's
shareholders of record on August 23, 2000 own 623,989 shares, the former
ISI shareholders own 7,440,005 shares, two finders in the Acquisition own
an aggregate 94,429 shares and the initial Private Placement investors own
1,284,500 shares. In addition, the placement agent in the Private Placement
received a five-year warrant to purchase 64,225 shares at a price of $.8065
per share.
The Acquisition has resulted in a change in control of the Company.
Lawrence Kaplan, Linda Green and Seth Green may be deemed prior to the
Acquisition to have controlled the Company as a result of their stock
ownership
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and/or positions as officers and/or directors of the Company. After the
Acquisition, the following persons became the directors of the Company:
Jack Schwartzberg, Shraga D. Aranoff, Maurice Kolodin, Robert Keating, Jay
Haft and Gail Shields; and the following persons were elected to the
offices of the Company set forth opposite their respective names below:
Jack Schwartzberg President and Chief Executive Officer
Shraga D. Aranoff Chief Operating Officer, Vice President
and Secretary
Set forth below is the number of shares directly and indirectly
beneficially owned, and the percentage ownership of the Company's Common
Stock, of the persons who may be deemed by their stock ownership or
position as officers and/or directors of the Company to have acquired
control of the Company as a result of the Acquisition and the transactions
contemplated thereby:
Number of shares
Name beneficially owned % of class
---- ------------------ ----------
Bruce Baron 2,264,959 24
Jack Schwartzberg 1,476,311 16
Crown Cove Associates, LLC 1,346,868 14
Robert G.M. Keating 1,020,496 11
Dennis Shields 783,158 8
Shraga D. Aranoff 117,474 1
ITEM 2. Acquisition or Disposition of Assets
As a result of the Acquisition as described in Item 1, the Company
became the sole shareholder of ISI. Inasmuch as the assets of ISI represent
substantially all of the assets of the Company, the Company now is a
biopharmaceutical company engaged in the businesses of (a) developing the
use of select radio-isotopes and related delivery systems (covered by three
issued United States patents assigned to ISI) and (b) managing medical
groups specializing in cancer research and treatment.
ITEM 7. Financial Statements and Exhibits
(a) and (b) No financial statements are filed herewith. The financial
statements of ISI and the pro forma financial information required by Items
7(a)(1) and 7(b)(1), respectively, will be filed by amendment not later
than 60 days after the date by which the initial report on Form 8-K was
required to be filed, as permitted by Items 7(a)(4) and 7(b)(2),
respectively.
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(c) Exhibits
Filed herewith is the following exhibit:
2.1 Agreement and Plan of Merger, dated September 8, 2000, by and among EDG
Capital, Inc., MRM Merger Sub, Inc. and Molecular Radiation Management,
Inc.
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.
EDG Capital, Inc.
By: /s/ Jack Schwartzberg
-----------------------------
Jack Schwartzberg, President
Date: September 18, 2000
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