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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): OCTOBER 23, 1997
(OCTOBER 21, 1997)
NU-TECH BIO-MED, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-11772 25-1411971
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
55 ACCESS ROAD
WARWICK, RHODE ISLAND 02886
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (401) 732-6520
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ITEM 5. OTHER EVENTS.
As of October 15, 1997, a majority of the stockholders of Nu-Tech Bio-Med,
Inc. (the "Registrant") as of August 8, 1997 have approved an amendment to the
Registrant's Amended and Restated Certificate of Incorporation to increase the
total number of shares of all classes of capital stock which the Registrant may
issue to fifty-two million shares; such increase has been effected by increasing
the number of shares of common stock from twelve million shares to fifty million
shares and by increasing the number of shares of preferred stock from one
million shares to two million shares. This proposal was made via a consent
solicitation proxy statement on behalf of the Registrant's Board of Directors.
The amendment was declared effective by the Secretary of the State of
Delaware on October 21, 1997. By reason of such amendment, the Registrant is now
able to resume conversions of its Series A Convertible Preferred Stock into
Common Stock for those Series A Convertible Preferred Stockholders who wish to
convert. Conversions will be honored in the order received by the Registrant at
its offices in Warwick, Rhode Island. In order to be honored, notices of
conversion must be received in due and proper form and properly executed. The
Registrant will record the date and time that each notice of conversion is
received, and any notice of conversion which is defective will be rejected, and
the cure of any defect will be deemed to be received on the date and time that
the cure of the defect is actually received by the Registrant. Such conversions
will be allowed to continue until such time as the Company no longer has a
sufficient number of authorized shares of Common Stock.
As reported in the Registrant's Current Report on Form 8-K, dated October
6, 1997, pursuant to the Registrant's acquisition of a 52.6% interest in
Physicians Clinical Laboratory, Inc. ("PCL"), the Registrant suspended sales by
selling shareholders under its Selling Shareholder Registration Statements
pending the preparation and filing by the Registrant of additional reports with
the Securities and Exchange Commission relating to the completion of the
acquisition of its majority interest in PCL, and the Registrant amending its
Selling Shareholder Registration Statements to reflect the completion of the PCL
transaction. On October 20, 1997, the Registrant filed an initial Current Report
on Form 8-K relating to the acquisition of such majority interest in PCL, and
under the applicable rules for such form, the Registrant has 60 days from such
date to file the requisite financial statements of PCL. Sales under the
Registration Statements remain suspended pending such further filings and
amendments, and such sales may resume only upon notification by the Registrant
to the selling shareholders that such filings and amendments have been
completed.
ITEM 7. EXHIBITS.
Number Description
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3 Amendment to the Registrant's Certificate of Incorporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
NU-TECH BIO-MED, INC.
By: /s/ J. MARVIN FEIGENBAUM
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Name: J. Marvin Feigenbaum
Title: Chairman of the Board, President, Chief
Executive and Chief Financial Officer
Date: October 23, 1997
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EXHIBIT INDEX
Number Description
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3 Amendment to the Registrant's Certificate of Incorporation