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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): February 23, 1998 (February 4,
1998)
NU-TECH BIO-MED, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-11772 25-1411971
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
476 MAIN STREET - SUITE 3-DFL
WAKEFIELD, RHODE ISLAND 02879
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (401) 789-9995
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Index to Current Report on Form 8-K
of Nu-Tech Bio-Med, Inc.
February 23, 1998
Item Page
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Item 5. Other Events 3
Item 7. Financial Statements and Exhibits 3
Signatures 4
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Item 5. Other Events.
On February 4, 1998, a complaint was filed against Nu-Tech Bio-Med,
Inc. (the "Company") and others in an action in the United States District Court
for the Southern District of New York captioned Gorra Holding and Barras
Investment v. Nu-Tech Bio-Med, Inc., J. Marvin Feigenbaum and Robert B. Fagenson
(Docket No. 98 Civ. 764 (JMP)). The complaint alleges that the Company and the
other defendants violated Section 10(b) and Section 20 of the Securities
Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 promulgated thereunder.
The complaint also alleges common law fraud, conversion and breach of contract.
These claims against the Company are purportedly based on allegations that the
Company participated in a scheme to deprive its Series A Convertible Preferred
Shareholders of their conversion and registration rights. The complaint seeks
compensatory damages of at least $1.25 million and punitive damages of at least
$3 million or, in the alternative, an order for the Company to allow the
plaintiffs to exercise certain conversion and registration rights, and seeks
reasonable costs and attorneys' fees.
The Company believes that the claims are without merit, and that it has
good defenses which it will assert at the appropriate time. The action is
currently in its preliminary stages.
In a Current Report on Form 8-K, dated May 29, 1997, the Company
reported a complaint against the Company captioned Mordechai Gurary v. Isaac
Winehouse, Isaac Winehouse d/b/a Wall & Broad Equities and Nu-Tech Bio-Med, Inc.
(Docket No. 97 Civ. 3803 (LBS)) in the United States District Court for the
Southern District of New York. On February 9, 1998, the court dismissed with
prejudice the federal claims of violations of Section 10(b) of the Exchange Act
for failure to state a claim and dismissed the state claims of violations of
Section 349 of the General Business Law of the State of New York.
Item 7. Financial Statements and Exhibits.
Exhibit No. Document
99 Summons and Complaint in the action "Gorra Holding and Barras
Investment v. Nu-Tech Bio-Med, Inc., J. Marvin Feigenbaum and
Robert B. Fagenson." Case No. 98 Civ. 764 (JMP) in the United
States District Court, Southern District of New York
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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: February 23, 1998
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EXHIBIT INDEX
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Exhibit No. Document
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99 Summons and Complaint in the action "Gorra Holding and Barras
Investment v. Nu-Tech Bio-Med, Inc., J. Marvin Feigenbaum and
Robert B. Fagenson." Case No. 98 Civ. 764 (JMP) in the United
States District Court, Southern District of New York
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