As filed with the Securities and Exchange Commission on January 28, 1998.
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):
January 14, 1998
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
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On January 14, 1998, the Board of Directors of 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 notice to the shareholders of the
Corporation that it intends to appoint the persons who will constitute a
majority of the Board. Biomar is in the process of giving such notice. 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 selected by Biomar 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.
EXHIBITS
99.1 News Release disseminated on January 14, 1998 by 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
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Bernard M. Landes
President
and Chief Executive Officer
Date: January 27, 1998
PARACELSIAN ANNOUNCES BOARD RESIGNATIONS AND INVESTMENT
ITHACA, N.Y., Jan.14 /PRNewswire/ -- Paracelsian, Inc. (Nasdaq: PRLN - NEWS)
announced today that it has signed an agreement with Biomar International, Inc.,
that provides Paracelsian with financing of up to $1.2 million. Biomar is making
an initial investment of $500,000, with an option to invest an additional
$520,000.
Under the terms of the agreement signed today, all existing Directors of
Paracelsian have resigned. Six of the seven resignations are effective
immediately. T. Nelson Campbell, Chairman of Biomar, has been appointed to the
Board of Paracelsian, effective immediately.
In compliance with SEC regulations, the resignation of the remaining members of
the old Board of Paracelsian becomes effective with the appointment of a new
slate of Directors selected by Biomar. Announcement of the new Directors is
expected within a few days. Their appointments will become effective 10 days
after shareholder notification.
Prior to their resignations, Paracelsian's Board of Directors approved an
agreement with Keith A. Rhodes, the Company's former President and Chief
Executive Officer, resulting in the return of his 705,000 shares of common stock
to the Company. The Board also agreed to forgive a loan extended to Mr. Rhodes
for the purchase of the shares.
"The first step to restoring shareholder value is to rebuild Paracelsian's
credibility with the investment community," said Timothy J. Smith, Biomar's
President and Chief Executive Officer. "Because we recognize that this can only
happen with a clean slate, we made this a condition of our investment. In
addition to establishing new initiatives, the new Board will focus on
implementing those ideas that stimulated so much earlier investor interest."
Biomar International, in Chapel Hill, North Carolina, is developing statistical
algorithms that utilize information on blood and urine based biomarkers to
assess individual health and status and to predict the onset of chronic
degenerative diseases. Biomar's technology -- being developed from a
longitudinal study in China -- is expected to provide a more powerful tool for
assessing the efficacy of medical interventions, including the use of nutrition
and natural products.
Paracelsian is a company engaged in the discovery and characterization of
uniquely beneficial constituents of herbs and other botanicals for use in the
natural products and pharmaceutical industries. Its core technology consists of
immuno-based and cell-based signal transduction assays.
