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
December 5, 2001 (Date of earliest event reported)
GUM TECH INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
UTAH 0-27646 87-0482806
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2375 East Camelback Road, Suite 500
Phoenix, Arizona 85016
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (602) 387-5353
246 East Watkins Street, Phoenix, Arizona 85004
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 5, 2001, Gum Tech International, Inc. ("Gum Tech") purchased
from Zensano, Inc. ("Zensano") its 40% ownership interest in Gel Tech, L.L.C.
("Gel Tech"). As a result of the purchase, Gel Tech is a wholly-owned subsidiary
of Gum Tech. In consideration for the 40% interest in Gel Tech, Gum Tech paid to
Zensano $6.1 million in cash at closing and has agreed to make four additional
payments to Zensano of $2.75 million each over the next two years. Gum Tech may
also be required to pay certain additional cash consideration to Zensano in
mid-2002 if certain product sales levels for Gel Tech are met in Gel Tech's
fiscal year ended December 31, 2001 and in its first quarter ended March 31,
2002. The consideration payable by Gum Tech was determined through negotiations
among Gum Tech, Zensano and Zensano's parent company, Zengen, Inc., a
privately-owned California corporation ("Zengen"). Gum Tech's payment of the
purchase price is being made from working capital.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF GEL TECH:
Financial Statements of Gel Tech will be filed by amendment hereto not
later than February 18, 2002.
(b) PRO FORMA FINANCIAL INFORMATION:
Pro forma financial information will be filed by amendment hereto not later
than February 18, 2002.
(c) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.1 Purchase Agreement dated as of December 5, 2001 among Gum Tech, Zengen
and Zensano.
10.2 Confidentiality and Non-Competition Agreement dated as of December 5,
2001 among Gum Tech, Gel Tech, Zengen, Zensano and certain individuals
associated with Zengen and Zensano.
10.3 Security Agreement dated as of December 5, 2001 between Gum Tech and
Zensano.
99.1 Gum Tech International, Inc. Press Release dated December 5, 2001
titled "Gum Tech International, Inc. Acquires Remaining Interest in
Gel Tech, LLC."
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GUM TECH INTERNATIONAL, INC.
(Registrant)
/s/ William J. Hemelt
-----------------------------------------
(Signature)
William J. Hemelt
Executive Vice President, Chief Financial
Officer and Secretary
Date: December 12, 2001
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.1 Purchase Agreement dated as of December 5, 2001 among Gum Tech, Zengen
and Zensano.
10.2 Confidentiality and Non-Competition Agreement dated as of December 5,
2001 among Gum Tech, Gel Tech, Zengen, Zensano and certain individuals
associated with Zengen and Zensano.
10.3 Security Agreement dated as of December 5, 2001 between Gum Tech and
Zensano.
99.1 Gum Tech International, Inc. Press Release dated December 5, 2001
titled "Gum Tech International, Inc. Acquires Remaining Interest in
Gel Tech, LLC."