UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 9, 2004
CepTor Corporation
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(Exact name of registrant as specified in its charter)
Florida
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(State or Other Jurisdiction of Incorporation)
000-50502 06-1686744
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(Commission File Number) (IRS Employer Identification Number)
200 International Circle, Suite 5100, Hunt Valley, MD 021030
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(Address of Principal Executive Offices)
(410) 527-9998
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(Registrant's Telephone Number, Including Area Code)
Medallion Crest Management, Inc.
3675 North Country Club Drive, Suite 1907
Adventura, Florida 33180
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
/_/ Pre-commencement communications pursuant to Rule 13-e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
On December 9, 2004, Registrant closed on the transactions described
in Item 1.01, Item 2.01 and Item 3.02 of Current Report on Form 8-K
filed December 14, 2004. The Financial Statements of CepTor
Corporation, a Delaware corporation and wholly-owned subsidiary of
the Company, are filed as an amendment to the Registrant's Form 8-K,
filed on December 14, 2004, pursuant to Item 9.01(a)(4) (included
herein as Exhibit 99.1).
(c) Exhibits
Exhibit No. Exhibits
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1.1 Placement Agent Agreement with Brookshire Securities Corporation
dated October 22, 2004**
2.1 Agreement of Merger and Plan of Reorganization among Medallion
Crest Management, Inc., CepTor Acquisition Corp. and CepTor
Corporation.**
3.1 Articles of Amendment to Articles of Incorporation of Registrant
dated December 8, 2004.**
3.2 Articles of Incorporation*
3.3 By laws*
4.1 Spinoff Agreement dated March 31, 2004 by and between CepTor
Corporation and Xechem International, Inc.**
4.2 First Amendment to Spinoff Agreement by and between CepTor
Corporation and Xechem International, Inc.**
4.3 Second Amendment to Spinoff Agreement by and between CepTor
Corporation and Xechem International, Inc.**
4.4 CepTor Founders' Stock Plan.**
4.5 CepTor 2004 Incentive Stock Plan.**
99.1 Audited Financial Statements for the years ended December 31,
2003 and 2002 and for the period from August 11, 1986 (date of
inception) to December 31, 2003, and unaudited interim financial
statements as of and for the three-month and nine-month periods
ended September 30, 2004 for CepTor Corporation, a Delaware
corporation, and a wholly owned subsidiary of the Registrant.
* Incorporated herein by reference to Exhibit 3.1 and 3.2, respectively, of
Registrant's Registration Statement on form SB-2 filed June 3, 2004 (SEC
File No. 333-105793).
** Previously filed as an exhibit to the registrant's Current Report on Form
8-K filed with the Securities and Exchange Commission on December 14, 2004.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
CEPTOR CORPORATION
Dated: December 15, 2004 By: /s/ William H. Pursley
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Name: William H. Pursley
Title: Chairman and Chief
Executive Officer
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