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) MARCH 18, 2003
NOXSO CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 000-17454 54-1118334
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
19 MAPLE LANE, RHINEBECK, NEW YORK 12572
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (845) 266-4858
NOT APPLICABLE
(Former name or former address, if changed since last report)
Consecutive page 1 of 4
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Not Applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: Not applicable
(b) Pro forma financial information: Not applicable.
(c) Exhibits: Not Applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable.
ITEM 9. REGULATION FD DISCLOSURE
Robert Long, an officer, director and principal shareholder of Noxso
Corporation has engaged in private negotiations with a group interested
in acquiring control of Noxso. In connection therewith, Mr. Long has
executed a non-binding letter of intent dated March 18, 2003, outlining
the terms of a potential acquisition. While the terms of the
transaction are still subject to negotiation, the letter of intent
states that the purchasers (some of which have yet to be identified)
propose to acquire 631,650 shares of common stock from several
shareholders of Noxso for a total of $250,000 (to be paid through the
issuance of a secured promissory note which is due and payable within
30 days of the closing of such purchase). In addition, the purchasers,
or affiliates of such purchasers, propose to loan $100,000 to Noxso to
satisfy all of Noxso's outstanding liabilities. After the closing of
the foregoing
2
transactions, Noxso may issue additional shares to acquire various
assets and/or entities, which may result in Noxso having approximately
13,445,625 issued and outstanding shares.
Upon the closing of the transactions contemplated by the letter of
intent, the current officers and directors of Noxso would resign and be
replaced with nominees of the purchasers.
The letter of intent states that the parties shall conduct due
diligence and attempt to close the transactions contemplated by the
letter of intent no later than March 31, 2003. In connection with the
letter of intent, Mr. Long received an advance payment of $5,000 from
the purchasers, which is to be credited to the purchase price of the
shares.
ITEM 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION
OF THE CODE OF ETHICS
Not Applicable.
ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
PLANS
Not Applicable.
3
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.
NOXSO CORPORATION
March 18, 2003 By:/s/Robert M. Long
----------------------------
Robert M. Long, President
4