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 earliest event reported) November 6, 1997
EMBRYO DEVELOPMENT CORPORATION
(exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-27023 13-3832099
(Commission File Number) (IRS Employer Identification
Number)
750 Lexington Avenue, Suite 2750, New York, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:(212) 355-8484
(Former name or former address, if changed since last
report)
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Item 5. Other Events.
On November 6, 1997, Hydrogel Design Systems, Inc., a
subsidiary of Embryo Development Corporation (the "Subsidiary")
brought action in New York State Court against John Essmyer and
Janice Essmyer alleging breach of contract, breach of fiduciary
duty, common law fraud and negligence. Pursuant to the underlying
facts of the above causes of action, Mr. Essmyer and Mrs. Essmyer
were terminated for cause from the Subsidiary on November 4, 1997.
On November 17, 1997, Mr. Essmyer and Mrs. Essmyer removed the
action from New York State Court to the United States District
Court (Southern District of New York). As a result of the
Essmyers' breaches, the Subsidiary is disputing the issuance of any
of its securities to the Essmyers and has placed into escrow the
150,000 shares of the Company's Common Stock which were to be
issued to Novatech, a company wholly owned by the Essmyers, but
which have not yet vested, and 250,000 shares of Common Stock of
the Subsidiary which the Essmyers may have been entitled to receive
under a certain Asset Purchase Agreement dated February 6, 1997 by and
among the Subsidiary and the Essmyers.
On November 24, 1997, the Essmyers served an answer to the
Subsidiary's complaint. Such answer contained certain counter-claims
against the Subsidiary, including allegations of violations of the United
States Racketeer Influenced and Corrupt Organizations Act (RICO), breach
of contract, fraud, negligence, misappropriation and tortious inter-
ference. The Subsidiary denies all allegations contained in the
Essmyers' Answer and will vigorously defend itself against such claims
to the fullest extent of the law.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly authorized and caused the
undersigned to sign this Report on the Registrant's behalf.
EMBRYO DEVELOPMENT CORPORATION
By: /s/ Matthew Harriton
Matthew Harriton
President
Dated: December 1, 1997
