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) June 9, 1999
EPIGEN, INC.
(Exact name of Registrant as Specified in Charter)
Delaware 1-11055 04-3120712
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(State or other Commission File No. (IRS Employer
jurisdiction Identification
of incorporation) Number)
Tower Lodge, North Tower Hill Road, Box L, Millbrook, NY 12545
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (914) 677-5317
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Item 1. Changes in Control of Registrant
By letter agreement dated May 4, 1999 between Registrant and W. James Tozer,
Jr., Registrant and Mr. Tozer agreed that in consideration of the investment by
Mr. Tozer of $250,000 in the Registrant in the form of the purchase of its
Common Stock, Mr. Tozer was granted the right to receive additional shares of
Registrant's Common Stock without further consideration such that on the date
Registrant enters into an arrangement with a strategic partner which either
requires no equity investment by such strategic partner or an investment thereby
is made at a rate equal to $200,000 for the purchase of one percent (1%) of the
then issued and outstanding shares of Common Stock of Registrant, when added to
the number of shares owned or which may be acquired by Mr. Tozer from derivative
securities of Registrant owned by him as of September 1, 1998, shall equal an
aggregate of ten percent (10%) of the Registrant's issued and outstanding Common
Stock on a fully diluted basis.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
Exhibit 10.1 - Letter from Registrant to W. James Tozer, Jr. dated May 4, 1999.
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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.
EPIGEN, INC.
By: /s/ Donald C. Fresne
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Donald C. Fresne, President
and Chief Executive Officer
Date: June 15, 1999
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Exhibit 10.1
First Class Mail
May 4, 1999
Mr. W. James Tozer, Jr.
Vectra Management Group
65 East 55th Street
New York, New York 10022-3219
Re: Acquisition of Securities of Epigen, Inc. ("Epigen")
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Dear Jim:
The purpose of this letter is to set forth our mutual understanding regarding
the scope of your investment in Epigen in light of your recent contribution of
$250,000 to the capital of Epigen.
Pursuant to our agreement, upon the execution by Epigen of a license agreement
with a major pharmaceutical firm ("Licensor"), Epigen shall issue to you for no
further consideration that number of its shares of its Common Stock, $.001 par
value per share ("Common Stock"), which when added to the shares of Common Stock
currently held by you on September 1, 1998 either of record or beneficially and
which may be acquired by you pursuant to outstanding derivative securities held
by you on September 1, 1998 either of record or beneficially, shall equal ten
percent (10%) of the issued and outstanding shares of Common Stock, on a fully
diluted basis, immediately prior to the execution of such license agreement.
Further, in the event such license agreement or another document executed in
connection therewith calls for the purchase by the Licensor or an affiliate
thereof of equity capital in Epigen and such investment shall be for amount
which shall be equal to or less than $200,000 for 1% of the then issued and
outstanding capital stock of Epigen, Epigen shall issue to you for no further
consideration that number of its shares of Common Stock on a fully diluted basis
which when added to the shares of Common Stock a) held by you on September 1,
1998 either of record or beneficially, b) received pursuant to the previous
paragraph and, c) which may be
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To: W. James Tozer, Jr. -2- May 4, 1999
acquired by you pursuant to outstanding derivative securities held by you on
September 1, 1998 either of record or beneficially, shall result in your
ownership of Common Stock equaling ten percent (10%) of the issued and
outstanding shares of Common Stock, on a fully diluted basis, immediately after
the execution of such license agreement in contemplation of any such issuance to
Licensor or any affiliate thereof.
Should the foregoing accurately reflect our agreement, please sign a copy of
this letter in the space provided and return such copy to us.
Sincerely,
EPIGEN, INC.
By: /s/ Donald C. Fresne
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Donald C. Fresne
Chairman of the Board
Chief Executive Officer
DCF:jd
/s/ W. James Tozer, Jr.
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W. James Tozer, Jr.
