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: July 14, 2000
Ixion Biotechnology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-334765 59-3174033
(State or other jurisdiction (Commission (IRS Employer
incorporation) File Number) Identification No.)
13709 Progress Blvd., Box 13 32615-9495
Alachua, FL (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code
(904) 418-1428
N/A
(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant
On July 14, 2000, the Company sold 3,337,500 shares of its common stock to
Qvestor, LLC ("Qvestor"), a Delaware subsidiary of Q-Med AB (publ) ("Q-Med"), a
Swedish biotech company whose shares are traded on the Stockholm stock exchange
(Q-Med AB has no affiliation with Q-Med, Inc., a Nasdaq listed company.). At
closing, Q-Med paid cash of $3,321.697 and provided certain other consideration
in exchange for 3,337,500 newly-issued shares of the Company's Common Stock. The
balance of the $6,675,000.00 cash portion of the purchase price will be paid by
Qvestor by July 14, 2001. Prior to this transaction, Q-Med already owned 562,500
shares. After the transaction, Qvestor and Q-Med own approximately 59% of the
issued and outstanding shares of common stock. In connection with the sale to
Qvestor, the Company terminated its prior employment agreement with Weaver H.
Gaines and entered into a new employment agreement with him, employing Mr.
Gaines as Chairman of the Board of Directors and Chief Executive Officer of the
Company. The Company also terminated its Deferred Compensation Plan and issued
common stock to the Chairman, the President, the Senior Vice President and Chief
Counsel, and one other employee in settlement of their deferred accounts which
were long term liabilities of the Company. The Company also terminated its
Employment Agreement with David Peck dated August 31, 1994 and the Consulting
Agreement with Mr. Peck dated July 1, 1996. Mr. Peck resigned as President and
CFO, but will remain as a director. Finally, Dr. Karl-E. Arfors, a director
since 1998, resigned as a director, and Mr. P.O. Wallstrom, President of Q-Med,
was elected to fill the vacancy. Dr. Arfors became a member of the Company's
Scientific Advisory Board.
Item 7. Financial Statements and Exhibits.
Exhibit Description Page(s)
(1) Underwriting agreement None
(2) Plan of acquisition, reorganization, arrangement,
liquidation or succession None
(2.1) Stock Purchase Agreement, dated July 14, 2000,
between the Qvestor and the Company 4
(4) Instruments defining the rights of security
holders, including indentures None
(16) Letter re change in certifying accountant None
(17) Letter re director resignation None
(20) Other documents or statements to security holders None
(23) Consents of Experts and Counsel None
(24) Power of Attorney None
(99) Additional Exhibits None
(99.1) Employment Agreement, dated July 14, 2000, between
the Company and Weaver H. Gaines 106
(99.2) Shareholders Agreement, dated July 14, 2000, among
the Company, Q-Med, Qvestor, Ammon B. Peck,
Weaver H. Gaines 120
(99.3) Director's Agreement, dated July 14, 2000, among
the Company, Qvestor, Q-Med 148
(99.4) Voting Trust Agreement between the Company and
Qvestor 152
(99.5) Letter, dated July 14, 2000, from Q-Med to
Weaver H. Gaines, Chairman and CEO of the Company 159
(99.6) Agreement and Release, dated July 14, 2000, between
the Company and Ammon B. Peck 162
(99.7) Agreement and Release, dated July 14, 2000, between
the Company and David C. Peck 164
(99.8) Agreement and Release, dated July 14, 2000, between
the Company and Weaver H. Gaines 166
(99.9) Agreement and Release, dated July 14, 2000, between
the Company and Theodore L. Snow 168
(99.10) Press release dated July 17, 2000 170
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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 thereunto duly authorized.
IXION TECHNOLOGY, INC.
(Registrant)
Dated: 7/14/00
-------------------- /S/ Weaver H. Gaines
-------------------------------------
WEAVER H. GAINES, Chairman and CEO
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