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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 16, 2001
DEMEGEN, INC.
(Exact name of registrant as specified in this charter)
Delaware 0-13667 22-2677298
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 Oxford Drive, Monroeville, PA 15146
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (412) 856-2200
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ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
On July 16, 2001, Demegen, Inc. (the "Corporation") exercised its option to
purchase all of Periodontix, Inc.'s ("Periodontix") technologies and rights in
related clinical trials, except for Periodontix' photodynamic technology with
the issuance of 4.7 million restricted common shares of the Company's Common
Stock and warrants to purchase up to 4.7 million Common Shares of the Company's
Common Stock at an exercise price of $1.25 per share. The Warrants have a five
year term and is callable by the Company if the price of the Company's common
Stock trades above $2.50 per shares for twenty consecutive trading days.
This completes the third share and warrant issuance relative to the Periodontix
transaction and results in the issuance of a total of 9 million restricted
common shares of the Company's Common Stock and warrants to purchase up to 9
million Common Shares of the Company's Common Stock.
ITEM 7 - FINANCIAL STATEMENTS & EXHIBITS
(a) Financial Statements of Businesses Acquired
(b) Pro Forma Financial Information:
The Corporation notes that is impracticable to provide the
financial statements of the business acquired and restated pro
forma financial information at this time. It expects to file
the December 31, 2000 and 1999 financial statements of
Periodontix by September 29, 2001 along with the related pro
forma financial information.
(c) Exhibits
Pages of
Sequential
Exhibit Index Numbering System
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(2) Asset Purchase Agreement, dated as of
July 16, 2001 between Demegen, Inc. and
Periodontix, 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 thereunto duly authorized.
PDG ENVIRONMENTAL, INC.
By /s/Richard D. Ekstrom
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Richard D. Ekstrom
Chairman and Chief Executive Officer
Date: July 31, 2001
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