FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): February 5,
2003
IGENE BIOTECHNOLOGY, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
MARYLAND 0-15888 52-1230461
____________________________ _____________ ____________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9110 Red Branch Road
Columbia, MD 21045-2024
________________________________________ _______________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 997-
2599
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Item 2. Disposition of Assets
Igene Biotechnology Inc., in an effort to focus on and grow
its core business, has disposed of all 10,000 of the issued and
outstanding shares of capital stock of its former subsidiary,
ProBio Nutraceuticals, AS, a Norwegian corporation, as of
February 4, 2003. Fermtech AS, a joint stock company
incorporated in the Kingdom of Norway and [owned by our chief
executive officer,] Stein Ulve, purchased the shares of ProBio.
Mr. Ulve has resigned as CEO and director of Igene, effective
December 31, 2002.
Igene sold ProBio to Fermtech AS in exchange for aggregate
consideration valued at approximately $343,000, consisting of
7,000,000 shares of Igene common stock, valued for the purposes
of the acquisition at $.03 per share, plus forgiveness of
approximately $168,000 of debt that Igene owed to ProBio at the
time of purchase in 2001. At the time of sale the value of
ProBio was estimated to be approximately $125,000.
The amount of consideration paid for ProBio was determined
through arms-length negotiations between Igene Biotechnology,
Inc. management, on behalf of Igene, and Mr. Ulve, on behalf of
Fermtech. The principles followed in determining the amount paid
for the Pro Bio shares involved a consideration of ProBio's cash
flow, cash position, revenue and revenue prospects, in addition
to the potential strategic value that may be realized.
The equipment and other physical property disposed of
belonging to ProBio includes inventory, personal computers, a web
site and trademark, other office equipment and furniture, and
accounts receivables and accounts payables related to
nutraceuticals.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
Exhibit No. Description
___________ ___________
2* Stock Purchase and Severance Agreement by and among IGENE
Biotechnology, Inc., Fermtech AS, Stein Ulve and Per
Benjaminsen.
99* Press Release relating to the ProBio disposition.
* Filed herewith.
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SIGNATURES
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 thereunto duly
authorized.
IGENE Biotechnology, Inc.
(Registrant)
By: /S/ EDWARD J. WEISBERGER
______________________________
EDWARD J. WEISBERGER
CHIEF FINANCIAL OFFICER
Dated: February 20, 2003
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EXHIBIT INDEX
_____________
Exhibit No. Description
___________ ___________
2* Stock Purchase and Severance Agreement by and among IGENE
Biotechnology, Inc., Fermtech AS, Stein Ulve and Per
Benjaminsen.
99* Press Release relating to the ProBio disposition.
* Filed herewith