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 and Exchange Act
April 9, 2002
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Date of Report
(Date of earliest event reported)
KyoMedix, Inc.
(DBA of FIRST DELTAVISION, INC.)
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(Exact name of registrant as specified in its charter)
NEVADA 0-23511 87-0412182
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) No.)
2914 South Sheridan Way, Suite 300
Oakville, Ontario, Canada L6J 7J8
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(Address of Principal Executive Offices)
(905) 829-9998
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(Registrant's Telephone Number)
FIRST DELTAVISION, INC.
9005 Cobble Canyon Lane
Salt Lake City, Utah 84093
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(Former Name or Former Address if changed Since Last Report)
Item 1. Changes in Control of Registrant.
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(a) Effective as of April 9, 2002, the Registrant ("First Deltavision");
KyoMedix Corporation, a Delaware corporation ("KyoMedix"), and Atlantic
Capital Partners Inc. and Health Sciences International Inc., shareholders of
KyoMedix (the "KyoMedix Stockholders"), executed a Share Exchange Agreement
(the "Agreement"), whereby 100% of the issued and outstanding shares of common
stock of KyoMedix were converted into and exchanged for 15,166,550 post-
dividend shares of common stock of the Registrant, or approximately 96% of the
post-Agreement outstanding securities of the Registrant, taking into account
the cancellation of 186,648 pre-dividend shares of common stock of the
Registrant that were owned by David C. Merrell, the pre-Agreement President
and a pre-Agreement Director of the Registrant. The combination of these
entities was treated as a purchase for accounting purposes, with KyoMedix
becoming a wholly-owned subsidiary of the Registrant on closing.
By virtue of (i) the percentage of the Registrant acquired under the
Agreement by the KyoMedix Stockholders; and (ii) the provisions of the
Agreement that provided for the election of the current officers and directors
of KyoMedix to the Board of Directors of the Registrant, this Agreement may be
deemed to have involved a "change of control."
The source of the consideration used by the KyoMedix Stockholders to
acquire their interest in the Registrant was the exchange of 100% of the
outstanding securities of KyoMedix.
The primary basis of the "control" by the KyoMedix Stockholders is stock
ownership.
The principal terms of the Agreement were:
1. Prior to the completion of the Agreement, the Registrant was required
to effect a four for one dividend on outstanding common stock for the benefit
of stockholders, with a mandatory exchange of stock certificates by the
Registrant's stockholders being required to receive the dividend, as required
by the Agreement.
2. Prior to the completion of the Agreement, 186,648 pre-dividend shares
of the Registrant which were owned by David C. Merrell, the pre-Agreement
President and a pre-Agreement Director, were delivered for cancellation
pending the closing of the Agreement;
3. The issuance of 15,166,550 post-dividend shares of common stock
("restricted securities") of the Registrant in exchange for 100% of the
outstanding shares of KyoMedix. The 15,166,550 shares represented
approximately 96% of the post-Agreement outstanding securities of the
Registrant, taking into consideration the cancellation of 186,648 pre-dividend
shares of common stock of the Registrant that were owned by Mr. Merrell as
indicated above.
4. The adoption by the Registrant of the Kyomedix Employee Stock Option
Plan and subject to the written consent of any employee of Kyomedix that had
been granted any option thereunder, that such options be exchanged for like
options to acquire post-dividend shares of common stock of the Registrant that
are "restricted securities" unless and until the options and the underlying
shares are registered with the Securities and Exchange Commission on Form S-8.
5. Following the closing of the Agreement, the Registrant will provide
its stockholders with a proxy or information statement to consider and act
upon an amendment to the Registrant's Articles of Incorporation to change its
name to "KyoMedix, Inc." and that in the interim, the Registrant filed a dba
in the State of Nevada to conduct business under that name and obtained a new
Cusip Number and OTC Bulletin Board Symbol for such name.
6. The designation of the directors and executive officers nominated by
the KyoMedix Stockholders.
7. That the Registrant execute and deliver the Promissory Note attached
to the Agreement in the amount of $250,000 payable to David C. Merrell on or
before the 90th day of the closing of the Agreement, the payment of which
shall be secured by the pledge of all of the securities of Atlantic Capital
Partners Inc. and all but 1,280,000 of the shares of Health Science
International Inc. that were received under the Agreement.
Prior to the completion of the Agreement, taking into account the
cancellation of the 186,648 pre-dividend shares owned by Mr. Merrell, there
were 595,408 outstanding shares of the Registrant's common stock. Following
the completion of the Agreement, there were 15,761,958 post-dividend
outstanding shares of common stock.
A copy of the Agreement, including all material exhibits and related
instruments, accompanies this Report, which, by this reference, is
incorporated herein; the foregoing summary is modified in its entirety by such
reference. See Item 7, Exhibit 2.
(b)(i) To the knowledge of management and based upon a review of the
stock ledger maintained by the Registrant's transfer agent and registrar, the
following table sets forth the beneficial ownership of persons who owned more
than five percent of the Registrant's common stock prior to the closing of the
Agreement, and the share holdings of the then members of management:
Name Positions Held Shares Owned %
- ---- -------------- ------------ ---
David C. Merrell President and 186,648 55.63%
9005 Cobble Canyon Lane Director
Sandy, Utah 84093
Todd D. Ross Secretary and -0- -0-
38 South 1650 West Director
Cedar City, Utah 84720
Leonard W. Burningham, Esq. Stockholder 79,050 23.56%
455 East 500 South, Suite #205
Salt Lake City, Utah 84111
TOTALS 265,698 79.19%
(b)(ii) To the knowledge of management and based upon a review of the
stock ledger maintained by the Registrant's transfer agent and registrar, the
following table sets forth the beneficial ownership of persons who owned more
than five percent of the Registrant's common stock following the closing of
the Agreement, and the share holdings of the new members of management:
Name Positions Held Shares Owned(1) %(2)
- ---- -------------- ------------- --
Atlantic Capital Partners Stockholder 9,550,000 60.58%
Inc.
Health Sciences Internat'l Stockholder 5,616,000 35.63%
Inc. (in Trust)
Peter Stevens President and CEO 100,000 .006
Director
Dieter Doederlein Vice President, 50,000 .003
Business Development
Director
Gerry Hruby Vice President, 50,000 .003
Marketing
Director
TOTALS 15,366,000 97.487%
(1) Messrs. Stevens', Doederlein' and Hruby' shares are represented by
employee stock options granted for the first year under the Company's
Employee Stock Option Plan. See Exhibit B to the Share Exchange
Agreement attached hereto and incorporated herein by reference. See Item
7.
(2) The percent calculations are based on 15,961,958 shares outstanding
which includes the shares underlying these 200,000 options that are
considered outstanding in the percentage calculations.
Item 2. Acquisition or Disposition of Assets.
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(a) See Item 1.
The consideration exchanged under the Agreement was negotiated at "arms
length," and the directors of the Registrant used criteria used in similar
uncompleted proposals involving the Registrant in the past, including the
relative value of the assets of the Registrant in comparison to those of
KyoMedix; KyoMedix's present and past business operations; the future
potential of KyoMedix; its management; and the potential benefit to the
stockholders of the Registrant. The directors determined that the
consideration for the exchange was reasonable, under these circumstances.
No director, executive officer or five percent or more stockholder of the
Registrant had any direct or indirect interest in KyoMedix or the KyoMedix
Stockholders prior to the completion of the Agreement; similarily, no nominee
to become a director or any KyoMedix Stockholder or any beneficial owner of
any KyoMedix Stockholder had any interest in the Registrant prior to the
closing of the Agreement.
(b) The Registrant is a successor to and intends to continue the
business operations intended to be conducted by KyoMedix.
KyoMedix Organization and Intended Operations.
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KyoMedix was incorporated in the State of Delaware in November of 2001,
and maintains offices in Oakville, Ontario, Canada.
Following a year of intensive global research, KyoMedix believes it has
discovered several medical device technologies that represent the leading edge
for the treatments of certain medical conditions, but that have not yet been
commercialized, nor have they been submitted for regulatory approvals. In some
cases, the products are ready for immediate launch after some minor design and
function modifications by KyoMedix; in others, its engineering department is
in the process of improving on the basic product concept.
KyoMedix plans to sell its products in a variety of markets and to a
broad range of customers. Professional product models will be sold to physical
therapists, athletic trainers, occupational therapists, podiatrists,
chiropractors, neurologists, dentists and orthopedic surgeons. These
practitioners are the key decision makers in recommending and selling or
renting the KyoMedix's products to patients, after treatments and clinical
training. KyoMedix believes this approach to clinical training before home
use has many benefits for both the treating clinician and the patient.
Management.
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Directors and Executive Officers.
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The following members of the Board of Directors will serve until the next
annual meeting of stockholders or until their successors have been elected and
qualified. The officers serve at the pleasure of the Board of Directors.
Name Position Held Positions Since
- ---- -------- --------------------
Peter Stevens President and CEO 4/9/02
Dieter Doederlein Vice President, 4/9/02
Business Development
Gerry Hruby Vice President, 4/9/02
Marketing
Peter Stevens. From 1995 to the present, Mr. Stevens has been the
President and Sole Proprietor of SCG Stevens Consulting Group performing
strategic sales and marketing consulting. Mr. Stevens obtained a Bachelors of
Commerce Degree from St. Mary's University in 1973 and an MBA Designation, U
of T in 1986.
Dieter Doederlein. From 1994 to 2001, Mr. Doederlein was founder and CEO
of Micra SoundCards Inc. Mr. Doederlein obtain his Baccalaureat from College
Stanislas in 1959; a BA from the University of Toronto in 1964; and an MBA
from the University of Western Ontario in 1967.
Gerry Hruby. From 1996 to 1997, Mr. Hruby was employed as Marketing
Director for Galavu Entertainment. From 1997 to 1999, he was President,
Internet Start-Up, for Indexus Inc. From 1999 to 2001, Mr. Hruby was General
Manager and Owner of Harnessvision.
Item 3. Bankruptcy or Receivership.
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None, not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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None, not applicable.
Item 5. Other Events and Regulation FD Disclosure.
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None; not applicable.
Item 6. Resignations of Registrant's Directors.
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Pursuant to the Agreement, the current officers and directors of KyoMedix
were designated to serve on the Board of Directors of the Registrant and as
executive officers of the Registrant until the next respective annual meetings
of the stockholders and the Board of Directors and until their respective
successors are elected and qualified or until their prior resignations or
terminations. Effective on April 9, 2002, they were: Peter Stevens, Director,
President and CEO; Dieter Doederlein, Director and Vice President, Business
Development; and Gerry Hruby, Director and Vice President, Marketing. The
directors and executive officers of the Registrant resigned on closing of the
Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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(a) Financial Statements of Businesses Acquired.
These financial statements will be provided within 75 days from
the date of this Report or on or before June 24, 2002.
(b) Pro Forma Financial Information.
These pro forma financial statements will be provided within 75
days from the date of this Report or on or before June 24, 2002.
(c) Exhibits.
2.1 Share Exchange Agreement
Schedule 1.1 - Definitions
Exhibit A- Promissory Note
Exhibit B- Employee Stock Option Plan
Exhibit C- Employee Options
Exhibit D- Kyomedix Inc. Financial Statements
for the year ended November 27, 2001
Exhibit E- First Deltavision Inc. Financial
Statements for the period ended
June 30, 2001
99 Indemnity Agreement
Item 8. Change in Fiscal Year.
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None; not applicable.
Item 9. Regulation FD Disclosure.
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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.
FIRST DELTAVISION, INC.
DATED: April 24, 2002 /s/Peter Stevens
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Peter Stevens
President and Director