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UNITED STATES
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): November 3, 2000
BIOMUNE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-11472 870380088
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
64 East Winchester Drive, Suite 303, Salt Lake City, Utah 84107
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 466-3441
2401 South Foothill Drive, Salt Lake City, Utah 84109-1405
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 3, 2000, pursuant to the terms of an Asset Purchase Agreement dated
August 8, 2000, as amended, between Donlar ("Donlar") Corporation and Biomune
Systems, Inc. (BIME:OTC) ("Biomune"), Biomune acquired the crop nutrition
management sales, oil field sales, pharmaceutical and research and development
activities of Donlar Corporation, an Illinois corporation, and approximately $2
million in cash in exchange for 96% (approximately 41,279,520 million shares) of
the total issued and outstanding common stock of Biomune. Biomune also acquired
a non-exclusive license to use certain patented technology of Donlar in
consideration of a royalty payment equal to 10% of sales of products or
technology utilizing those patents. No liabilities of Donlar were be assumed by
or assigned to Biomune.
Donlar owns approximately 96% of the common stock of Biomune and agrees to hold
its shares for at least one year. Biomune's public float is approximately 1.70
million shares.
ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
On November 3, 2000, Biomune elected to appoint Grant Thornton LLP ("Grant
Thornton") to replace Tanner + Co. ("Tanner") as its independent auditors. Grant
Thornton is the independent auditors to Donlar.
The report of Tanner on Biomune's consolidated financial statements for the
years ended September 30, 1999 and 1998 contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principle. The decision to engage Grant Thornton as
Biomune's independent auditors was approved by Biomune's board of directors.
In connection with the audits for the years ended September 30, 1999 and 1998,
and through November 3, 2000, Biomune has had no disagreements with Tanner on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of Tanner would have caused it to make reference thereto in
its report on the consolidated financial statements for 1999 and 1998.
Tanner shall provide to Biomune a letter addressed to the Securities and
Exchange Commission stating that it has reviewed the disclosure provided in this
Current Report and has no disagreement with the relevant portions of this
disclosure, pursuant to the requirements of Item 304(a)(3) of Regulation S-B. A
copy of such letter shall be filed by amendment to this Current Report on Form
8-K as Exhibit 16 within ten (10) days of the filing of this Current Report.
During the years ended September 30, 1998 and 1999, and through November 3,
2000, there have been no other reportable events (as referenced in Item
304(a)(1)(iv) of Regulation S-B).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
Exhibit No. Exhibit Description
99.1 Press Release of Donlar Corporation, dated October 31, 2000.
99.2 Press Release of Donlar Corporation, dated November 6, 2000.
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SIGNATURE
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.
BIOMUNE SYSTEMS, INC.
By: /s/ Larry P. Koskan
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Its: President and Chief Executive Officer
Date: December 4, 2000
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EXHIBIT INDEX
Exhibit No. Exhibit Description
99.1 Press Release of Biomune Systems, Inc., dated October 31, 2000.
99.2 Press Release of Biomune Systems, Inc., dated November 6, 2000.