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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
June 8, 2000
Date of Report
(Date of Earliest Event Reported)
SANGUINE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-24480 95-4347608
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
101 East Green Street, #11
Pasadena, California 91105
(Address of Principal Executive Offices)
(626) 405-0079
Registrant's Telephone Number
Item 1. Changes in Control of Registrant.
See Item 5 for information about a Warrant Agreement (the "Warrant
Agreement") with Westbury Consultancy Services Limited ("Westbury") that could
have the effect of a change of control of the Registrant ("Sanguine
Corporation," a Nevada corporation ["Sanguine"]); however, the Schedule 13D
filed by Westbury with the Securities and Exchange Commission, which is
incorporated herein by reference, indicated that it was Westbury's intention
that the Warrant Agreement constitute an investment in Sanguine, rather than
any intended change of control. See Item 7.
Item 5. Other.
On June 8, 2000, Sanguine executed and delivered the Warrant
Agreement whereby it granted Westbury warrants to acquire 12,000,000 shares of
Sanguine's common stock at an exercise price of $0.30 per share (the
"Warrants"). The exercise price was determined under the Warrant Agreement
based upon 120% of the next private or public offering of Sanguine, which was
the private placement conducted by Sanguine as reported in its 8-K Current
Report dated September 1, 2000, which has been previously filed with the
Securities and Exchange Commission and is incorporated herein by reference.
See Item 7. The minimum exercise price was $0.25 per share.
In consideration of the grant of the Warrants, Westbury agreed to
provide Sanguine with services in the areas of endorsing, sponsoring and
finding foreign joint venture partners or affiliates to assist Sanguine in its
research and development efforts of its principal product, "PHER-O2," a
synthetic red blood cell product. The average bid price for the common stock
of Sanguine as quoted on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. (the "NASD") on the date of the Warrant Agreement was
$1.00.
The Warrant Agreement provides, among other provisions, as follows:
(i) the issuance of 120,000 Warrants, with each of the Warrants being
convertible into 100 shares of Sanguine common stock; (ii) the Warrants expire
at 5:00 p.m. on March 20, 2005; (iii) protection against dilution in certain
events, including the sale of common stock at less than market value, or in
the event of any merger where Sanguine is not the surviving entity, or any
reclassification or capital reorganization (not unless such adjustment would
result in a decrease of the exercise price of more than $0.10 per share, and
excluding the types of transactions described in Section 7g(i) through (ix) of
the Warrant Agreement); and (iv) the granting of "registration rights"
covering the underlying shares, with Westbury to pay the sum of $15,000
towards any such registration with the Securities and Exchange Commission.
Under the Warrant Agreement, no Warrant could be exercised until the
expiration of 90 days from the date of the Warrant Agreement.
On June 9, 2000, Sanguine and Westbury executed and delivered an
Addendum confirming that the Warrant Agreement was the final understanding of
the parties respecting the Warrants.
On November 10, 2000, Westbury, in consideration of the reduction of
the exercise price of the Warrants from $0.30 per share to $0.25 per share by
the Board of Directors of the Registrant, the five year term of the Warrants
was reduced to one year from the effective date of the SB-2 Registration
Statement that has been filed by the Registrant to register the shares
underlying the Warrants. A copy of the Letter Agreement modifying the Warrant
Agreement in this respect is attached hereto and incorporated herein by
reference. See Item 7.
Copies of the Warrant Agreement and the Addendum were attached to
the initial 8-K Current Report dated June 8, 2000, and are incorporated herein
by reference. See Item 7.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
Exhibits.
Exhibit
Number Description
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10.1 Warrant Agreement*
10.2 Addendum*
10.3 Letter Agreement
Schedule 13D of Westbury Consultancy Services Limited*
8-K Current Report dated September 1, 2000*
* Previously filed with the Securities and Exchange
Commission and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
SANGUINE CORPORATION
Date: 11/17/00 By:/s/Thomas C. Drees
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Thomas C. Drees, Ph.D.
CEO, President and Chairman of the Board of
Directors
