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 of earliest event reported) JULY 31, 2002
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Paracelsian, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-19844 16-1399565
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
222 Langmuir Laboratories, Cornell Technology Park, Ithaca, New York 14850
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (607) 257- 4224
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 31, 2002, Paracelsian purchased substantially all of the assets
of East West Herbs (USA) Ltd., a Delaware corporation. The acquisition was
effected pursuant to the terms of an Asset Purchase Agreement, dated as of June
28, 2002, between Paracelsian and East West Herbs. Paracelsian acquired
substantially all of the assets and properties of the East West Herbs business,
including inventory, equipment, accounts receivable and certain US distribution
rights, and in exchange assigned to East West Herbs its entire right, title and
interest in and to a promissory note with a remaining balance of approximately
$383,450, plus interest. The status and collectibility of the note were
uncertain and it was fully reserved on the books of Paracelsian. In connection
with the transaction, Robert Eric Miller, an affiliate of East West Herbs,
delivered to Paracelsian a note in the original principal amount of $80,000.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired - to be filed
by amendment to this Current Report on Form 8-K not
later than October 14, 2002, if applicable.
(b) Pro Forma Financial Information - to be filed by
amendment to this Current Report on Form 8-K not
later than October 14, 2002, if applicable.
(c) EXHIBITS
Exhibit 2.1 Asset Purchase Agreement, dated
as of June 28, 2002, between East
West Herbs (USA) Limited and
Paracelsian, Inc.
Exhibit 2.2 Promissory Note, dated June 28,
2002, by Robert Eric Miller in favor
of Paracelsian Inc.
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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 hereunto duly authorized.
Dated: August 15, 2002 PARACELSIAN, INC.
By: /S/ NORIYOSHI INOUE
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NoriYoshi Inoue
Chief Executive Officer and President
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EXHIBIT INDEX
Exhibit
NUMBER EXHIBIT NAME LOCATION
2.1 Asset Purchase Agreement, dated as of June 28, Filed herewith
2002, between East West Herbs (USA) Limited
and Paracelsian, Inc.
2.2 Promissory note, dated as of June 28, 2002, Filed herewith
by Robert Eric Miller in favor of Paracelsian,
Inc.
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