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) February 7, 2006
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MYMETICS CORPORATION
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(Exact name of registrant as specified in its charter)
DE 000-25132 25-1741849
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
RUE DE LA COLOMBIERE 14, 1260 NYON, SWITZERLAND
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 011 41 22 363 13 10
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP.
On February 7, 2006 the Tribunal de Commerce in Lyon, France placed our
wholly owned subsidiary, Mymetics S.A., under receivership ("Redressement
Judiciaire") as a result of an ongoing dispute between the Mymetics Corporation
(the "Company") and a former officer and director, Dr. Pierre-Francois Serres,
who has a judgment against Mymetics S.A. in France (that is now under appeal) in
the amount of E173,000 for an alleged wrongful termination by the Company's
prior management during 2003. The court appointed two judges to oversee the
case, a lawyer to represent the creditors and a judicial administrator to manage
Mymetics S.A., all of whom are considered agents of the court. The court further
imposed a "two-month observation period" during which management and the
administrator should strive to find a solution to the crisis. Mymetics is the
owner of our initial patents filed in 1997 and 1998. Accordingly, a sale of
those patents could pose a serious economic threat to the Mymetics Corporation
(the "Company") and its ability to develop further intellectual property, which
is the Company's principal asset. We expect to pay Dr. Pierre-Francois Serres
his claim of E173,000 before the end of the two month observation period.
By way of background, Dr. Serres was terminated by the Company's
previous management and later reinstated by existing management as Chief
Scientific Officer retroactively commencing May 5, 2003. In November 2003 Dr.
Serres was appointed Head of Exploratory Research. Dr. Serres resigned on June
13, 2005 as director of the Company and as an officer of the Company on December
26, 2005. Previously, the Lyon Industrial Tribunal had granted Dr. Serres an
emergency injunction on October 14, 2003. In consideration for being reinstated
by the Company's new management, Dr. Serres agreed in August 2003 to forfeit all
legal and punitive compensation for having been terminated by the Company's
prior management. Despite this pledge, Dr. Serres maintained his proceeding and
on November 3, 2005, the Lyon Industrial Tribunal awarded Dr. Serres the full
E173,000 he was seeking, of which approximately E100,000 is payable immediately
despite the fact that we immediately appealed the judgment. We have attempted
without success to negotiate with Dr. Serres regarding the payments immediately
due to him under the judgment. In light of limited financial resources at that
time, we did not have enough funds to both pay Dr. Serres the amount immediately
due for approximately E100,000 and to initiate new rounds of animal preclinical
trials supported by the latest encouraging scientific results. We decided to
allocate existing financial resources to the preclinical trials and to contest
the judgment of the Lyon Industrial Tribunal based upon advice of our French
counsel that the judgment was illegal under French law and that an appeal should
be successful. Dr. Serres pursued a strategy of raising pressure on the Company
to pay his judgment by seeking to have our subsidiary liquidated through the
Tribunal de Commerce in Lyon. We intend, therefore, to raise the money necessary
to pay Dr. Serres and remove Mymetics S.A. from receivership. At the same time,
we expect to prevail on the appeal of the decision by the Lyon Industrial
Tribunal and should we do so, we understand that Dr. Serres will have to
reimburse us for all monies we have paid to him under the Industrial Tribunal
judgment.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve risks and
uncertainties. The statements contained in this report that are not purely
historical are forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended. These forward looking statements concern
matters that involve risks and uncertainties that could cause actual results to
differ materially from those stated in the forward-looking statements. Words
such as "may," "will," "should," "could," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential", "continue", "possibly",
"clearly", "encouraging" or similar words are intended to identify forward
looking statements, although not all forward looking statements contain these
words.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity performance or achievements, nor can we guarantee that we shall prevail
in our case against Dr. Serres. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of the forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date hereof to conform such statements to actual results or to changes
in our expectations.
Readers are urged to carefully review and consider the various disclosures made
by us which attempt to advise interested parties of the factors which affect our
business, including without limitation disclosures made under the captions
"Management Discussion and Analysis of Financial Condition and Results of
Operations," "Risk Factors," "Consolidated Financial Statements" and "Notes to
Consolidated Financial Statements" included in the Company's annual report on
Form 10-K for the year ended December 31, 2004.
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.
Date: February 13, 2006 MYMETICS CORPORATION
By: /s/ Christian Rochet
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Christian Rochet,
President,
Chief Executive Officer