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): June 25, 1996
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Interfilm, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-22686 95-4078884
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(Commission File Number) (I.R.S. Employer Identification No.)
214 Carnegie Center, Suite 100, Princeton, New Jersey 08540
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(Address of Principal Executive Offices) (Zip Code)
(609) 520-1911
(Registrant's Telephone Number, Including Area Code)
Former Address: 110 Greene Street, Suite 4R, New York, New York 10012
(Former Name or Former Address, if Changed Since Last Report)
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This Current Report on Form 8-K contains forward-looking
statements which involve risks and uncertainties. Interfilm, Inc.'s actual
results may differ significantly from the results discussed in the
forward-looking statements.
Item 1. Changes in Control of Registrant
On June 25, 1996, pursuant to the terms and conditions of
that certain Agreement and Plan of Reorganization dated as of April 12, 1996
by and between Interfilm, Inc., a Delaware corporation ("Interfilm"),
Interfilm Acquisition Corp., a New Mexico corporation and a wholly-owned
subsidiary of Interfilm ("InSub"), and RhoMed Incorporated, a New Mexico
corporation ("RhoMed"), InSub has merged with and into RhoMed (the "Plan of
Merger"). Pursuant to the Plan of Merger, each share of RhoMed Preferred Stock
outstanding immediately prior to the effective time of the merger (the
"Effective Time") has been converted into .01 shares of the Series A
Convertible Preferred Stock of Interfilm, and each share of RhoMed Common
Stock outstanding immediately prior to the Effective Time has been converted
into .01 shares of the Series B Convertible Preferred Stock of Interfilm. On
or about July 19, 1996, upon the filing of an Amended Certificate of
Incorporation of Interfilm, each share of Series A and Series B Preferred
Stock of Interfilm shall automatically convert into 466.95404349 and
184.332593 shares of Interfilm Common Stock, respectively. Additionally, all
warrants and options to purchase RhoMed Common Stock outstanding immediately
prior to the Effective Time, including without limitation, any rights
underlying RhoMed's qualified or non-qualified stock option plans, have been
automatically converted into rights upon exercise to receive Interfilm capital
stock in the same manner in which the shares of RhoMed Common Stock were to be
converted at the Effective Time. As a result, RhoMed has become a wholly-owned
subsidiary of Interfilm and the former shareholders of RhoMed have acquired an
approximately 96% interest in the equity securities of Interfilm on a
fully-diluted basis. Consequently, there has been a change of control in
Interfilm. Further, pursuant to the terms of the Plan of Merger, the directors
of RhoMed became the directors of Interfilm upon the closing of the merger.
Further, pursuant to the terms of the Plan of Merger,
certain assets and liabilities of Interfilm (consisting principally of certain
intellectual property and claims against a third party) have been transferred
to a separate entity for the benefit of the Interfilm stockholders of record
as of June 21, 1996.
RhoMed is a development stage company dedicated to
developing and commercializing products and technologies for diagnostic
imaging, cancer therapy and ethical drug development based upon its
proprietary monoclonal anitbody, radiolabeling and enabling peptide platform
technologies. Interfilm has conducted no on-going business activities since
May 10, 1995 and the business of RhoMed represents the on-going business of
the consolidated entity.
Item 4. Change in Registrant's Certifying Accountant.
As of July 9, 1996, as a result of the change of control of Interfilm
noted above, Interfilm's former independent accountant, who was engaged as the
principal accountant to audit Interfilm's financial statements, has been
dismissed and Arthur Andersen LLP, RhoMed's Independent accountant, has been
engaged as the principal accountant to audit Interfilm's consolidated financial
statements on a going-forward basis. The decision to change accountants was
recommended and approved by the Board of Directors of Interfilm following the
change of control of Interfilm based upon Interfilm's need for one independent
accountant to be responsible for the consolidated financial statements of
Interfilm following the merger. During Interfilm's fiscal years ended December
31, 1995 and 1994, there were no disagreements between Interfilm's former
independent accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure. Further, during
Interfilm's fiscal years ended December 31, 1995 and 1994, respectively,
Interfilm's former independent accountant's opinion with respect to Interfilm's
financial statements was qualified as to Interfilm's ability to continue as a
going concern.
Item 7. Financial Statements and Exhibits
As stated above, on June 25, 1996, Interfilm, a public shell, acquired
all of the outstanding capital stock of RhoMed. For accounting purposes, the
acquisition has been treated as a recapitalization of RhoMed with RhoMed as the
acquirer (reverse acquisition). The historical financial statements prior to
June 25, 1996 are those of RhoMed. Pro forma information is not presented since
the merger pursuant to the Plan of Merger is not a business combination.
Exhibit 2.1 Agreement and Plan of Reorganization dated as of April 12,
1996 by and between Interfilm, Inc., Interfilm Acquisition
Corp. and RhoMed Incorporated.
Exhibit 99.1 RhoMed Incorporated (Unaudited) Financial Statements for the
nine-month periods ended May 31, 1996 and 1995
Exhibit 99.2 RhoMed Incorporated Financial Statements for the years ended
August 31, 1995, 1994 and 1993
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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.
Interfilm, Inc.
(Registrant)
By: /s/ JOHN J. McDONOUGH
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Name: John J. McDonough
Title: Vice President and Chief Financial Officer
Dated: July 10, 1996
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