Data\Bio\SEC\8kmay02
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: - May 2, 2001
BIORELEASE CORP.
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(Exact name of registrant as specified in charter)
Delaware 0-15260 88-0218411
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Jurisdiction of Commission File I. R. S. Employer
Incorporation Number Identification
Number
340 Granite Street, Suite 200, Manchester, NH 03102
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(Address of principal executive offices)
Registrant's telephone number:
(603) 641-8443
Item 5. Other Events
On May 2nd, 2001, holders of a majority of the Company's common stock consented
in writing to five corporate actions in lieu of a meeting of the shareholders of
the Company. The effect of these five consents is to (1) amend the Certificate
of Incorporation to change the name of the Corporation to BRL Holdings, Inc.;
(2) amend the Articles of Incorporation to authorize a new class of shares,
namely 5,000,000 shares of $0.10 per share value Preferred Stock; (3) to reverse
split the outstanding shares on a one for 12.5 basis, so that the 17,924,238
pre-reverse common shares currently outstanding will become a total of 1,433,939
shares (all fractional shares to be rounded to the nearest whole share); (4)
that, subject to the effectiveness of a registration statement on Form SB-2 or
other applicable Form, the Corporation will distribute prorata to its common
shareholders, one share of the common stock of its subsidiary Biorelease
Technologies, Inc. ("BTI") for each 25 pre-reverse split common shares held on
the record date (total of 800,000 shares to be distributed); and finally (5)
that the officers and directors are authorized to submit an Information
Statement pursuant to Schedule 14C under the Securities Exchange Act of 1934 to
all Company shareholders which did not sign the referenced Consent. The record
date to be eligible for the reverse split and the BTI stock dividend is set as
May 31st, 2001.
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.
BIORELEASE CORP
/s/ R. Bruce Reeves, President
Dated: May 2, 2001