As filed with the Securities and Exchange Commission on January 27, 1998.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Change in Majority of Directors
Pursuant to Rule 14f-1 under the
Securities Exchange Act of 1934
PARACELSIAN, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19844 56-1399565
- -------- ------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
222 Langmuir Laboratories, Cornell Technology Park, Ithaca, New York 14850
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(Address, including zip codes, of principal executive offices)
(607) 257-4224
--------------
(Registrant's telephone number, including area code)
<PAGE>
PARACELSIAN, INC.
222 Langmuir Laboratories
Cornell Technology Park
Ithaca, New York 14850
Telephone: (607) 257-4224
NOTICE OF CHANGE IN THE MAJORITY OF DIRECTORS
On January 14, 1998, the Board of Directors of Paracelsian (the
"Corporation") entered into a stock purchase agreement (the "Purchase
Agreement") whereby the Corporation issued 3,571,429 new shares of the common
stock of the Corporation, par value $0.01 per share (the "Common Stock") to
Biomar International, Inc., a Delaware corporation ("Biomar"), which constitutes
approximately twenty four percent (24%) of all of the then issued and
outstanding capital stock of the Corporation. At the close of business on
January 15, 1998, there were 14,871,296 shares of the Common Stock issued and
outstanding. Under the Purchase Agreement, Biomar also received warrants to
purchase up to an additional $520,000 in common stock, in increments of at least
$100,000, at a per share price equal to $0.175 (the "Warrants"). The source of
the consideration used by Biomar to acquire the Common Stock of the Corporation
was a line of credit made in the ordinary course of business by a financial
institution whose identity is omitted pursuant to the rules of the Securities
and Exchange Commission ("SEC").
The Purchase Agreement also provided for the resignation of the Board
of Directors serving on January 14, 1998 and the appointment of Biomar's
nominees to the Board of Directors of the Corporation (the "Board"). Effective
on January 14, 1998, all of the Board members other than the Chairman, Mr.
Theodore P. Nikolis, resigned immediately and T. Nelson Campbell, the Chairman
of the board of directors of Biomar, was appointed to the Board. Under the rules
of the SEC, Biomar is required to give this notice to the shareholders of the
Corporation not less than 10 days prior to the date that it appoints the persons
who will constitute a majority of the Board. Upon satisfaction of the
requirements of the SEC rules, Mr. Nikolis will also resign as a director of the
Corporation. The shareholders will not vote on the appointments of the directors
identified in this Notice but all directors so appointed will be subject to
election at the next annual meeting of the shareholders at which point the
directors will be divided into three approximately equal classes with terms
staggered over three years.
BENEFICIAL OWNERSHIP OF SECURITIES
To the Corporation's knowledge, as of January 15, 1998, listed below
are the only shareholders of the Corporation that owned more than five percent
of the Common Stock. The following table sets forth certain information as to
these shareholders:
Shares Percent of
Shareholder's Name Currently Common Stock
and Address (1) Beneficially Owned Beneficially Owned
--------------- ------------------ ------------------
Biomar International, Inc. 3,571,429 24.02%
100 Europa Drive, Suite 599
Chapel Hill, North Carolina 27514
T. Colin Campbell 3,809,180 25.61%
26 Beckett Way
Ithaca, New York 14850
T. Nelson Campbell 3,856,179 25.93%
100 Europa Drive, Suite 599
Chapel Hill, North Carolina 27514
(1) Dr. Campbell and Mr. Campbell are the principal shareholders
of Biomar and their total shares beneficially owned include
the shares of Common Stock owned by Biomar.
<PAGE>
The following table shows, as of January 15, 1998, the number of shares
of Common Stock owned by each director and proposed director and by all
directors and principal officers of the Corporation as a group:
<TABLE>
<CAPTION>
Shares Percent of
Name and Address of Currently Common Stock
Beneficial Owner Beneficially Owned (1) Beneficially Owned
- ---------------- ---------------------- ------------------
<S> <C> <C>
T. Colin Campbell 3,809,180 25.61%
26 Beckett Way
Ithaca, New York 14850
T. Nelson Campbell 3,856,179 25.93%
100 Europa Drive, Suite 599
Chapel Hill, North Carolina 27514
Lianping He -0- -
88 9th Avenue
New York, New York 10011
Bernard M. Landes -0- (2) -
700 Warren Road Apt. 24-3C
Ithaca, New York 14850
Robert A. Buchanan, MD -0- _
3045 Foxcroft Road
Ann Arbor, Michigan 48104
All Directors and
Principal
Officers as a Group
(5 persons) 4,193,044 28.20%
</TABLE>
(1) To the Corporation's knowledge, each person has sole voting
and investment power over the Common Stock shown as
beneficially owned by such person, except for the following
Shares which the individual indicates that he or she shares
voting and/or investment power: Dr. Colin Campbell - 3,697,513
shares; Mr. Nelson Campbell - 3,571,143 shares; and directors
and principal officers as a group - 3,697,513 shares.
(2) Mr. Landes will receive 100,000 shares of Common Stock as a
part of his compensation as President and Chief Executive
Officer of the Corporation. See: "Chief Executive Officer
Employment Agreement."
MANAGEMENT
Directors
Listed below is the continuing director, T. Nelson Campbell, and the
names of the proposed directors, together with their ages at December 31, 1997,
and their principal occupations during the past five years.
Name and Age Principal Occupation Over Last Five Years
------------ -----------------------------------------
T. Colin Campbell 63 Jacob Gould Schurman Professor of
Nutritional Sciences, Cornell University,
Ithaca, NY; Founder and Director, Pacific
Health Laboratories (Nasdaq Symbol PHLI)
since 1995; Founder and Director, Biomar
International, Inc., Chapel Hill, North
Carolina.
T. Nelson Campbell 33 Chairman, Biomar International, Inc.,
Chapel Hill, North Carolina since 1996;
prior to that, Vice President,
Paracelsian, Inc. from 1995 to 1996;
prior to that, President, Pacific
Liasons, Ithaca, NY (until its merger
into Paracelsian in 1995) since 1991;
prior to that, Senior Valuation
Associate, Empire Valuation, Rochester,
NY.
<PAGE>
Lianping He 50 President, Chinese Service Center for
Scholarly Exchange, Inc. and President,
New York Service Center for Chinese Study
Fellows, Inc. since 1995; prior to that,
Director, Chinese Education Association
for International Exchange and Vice
President, Chinese Service Center for
Scholarly Exchange, both of Beijing,
China since 1993; prior to that,
Director, US-China Education Exchanges
and First Secretary, Chinese Embassy,
Washington, D.C.
Bernard M. Landes 48 Vice President and General Manager,
Alacer Corporation, Foothill Ranch, CA
(manufacturer of dietary supplements)
since 1995; prior to that, Director of
Marketing, Health Valley Foods,
Irwindale, CA (manufacturer of natural
foods).
Robert A. Buchanan, MD 65 Medical Consultant, Dainippon
Pharmaceutial U.S.A. Group, Teaneck, NJ
since 1996; Medical Consultant,
IBRD-Rostrum Global, Inc., Irvine, CA
from 1992 to 1997; prior to that, Medical
Consultant, Mylan Pharmaceutial Co.,
Morgantown, West Virginia from 1992 to
1994.
Other than Dr. Campbell and Mr. Campbell, who are father and son, no
proposed director or principal officer is related to another director or
officer. Other than Dr. Campbell, no proposed director is a director of any
company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Act").
CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
The Corporation entered into an employment contract with Bernard M.
Landes (the "Officer") to be President and Chief Executive Officer of the
Corporation as of January 15, 1998 (the "Agreement"). The initial employment
term under the Agreement is for one year. On each anniversary of the effective
date of the Agreement, the term of the Agreement shall automatically be extended
for an additional one year period beyond the then effective expiration date
unless written notice from the Corporation or the Officer is received 90 days
prior to the anniversary date advising the other that the Agreement shall not be
further extended. In addition, the Officer has the option to terminate the
Agreement upon sixty days' written notice to the Corporation. Under the
Agreement, the Officer receives an annual cash salary, with annual adjustments
and discretionary bonuses as determined by the Board. The Officer's compensation
pursuant to the Agreement for 1997 is $175,000 and he is eligible for a bonus of
up to $50,000. The Officer was also granted 100,000 shares of the Common Stock
and granted options to acquire an additional 500,000 shares provided certain
performance criteria are satisfied. Under the Agreement, the Officer is entitled
to all fringe benefits which are generally provided by the Corporation for its
employees.
CERTAIN TRANSACTIONS
In 1997, Biomar paid $25,000 to the Corporation to purchase the
newsletter assets of the Corporation.
<PAGE>
SIGNATURES
Under the requirements of the Securities Exchange Act of 1934, the Corporation
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Paracelsian, Inc.
By: /s/ Bernard M. Landes
-------------------------------
Bernard M. Landes
President
and Chief Executive Officer
Date: January 27, 1998
