UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
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)
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.)
9005 Cobble Canyon Lane
Salt Lake City, Utah 84093
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(Address of Principal Executive Offices)
(801) 942-0555
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(Registrant's Telephone Number)
2914 South Sheridan Way, Suite 300
Oakville, Ontario, Canada L6J 7J8
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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) Following a 300% dividend on April 4, 2002, of our outstanding
securities, that was accounted for as a four for one forward split, and
effective as of April 9, 2002, the Registrant ("First Deltavision," "we,"
"our" and "us" and words of similar import); 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 "KyoMedix
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 our common stock or approximately 96% of our post-KyoMedix Agreement
outstanding securities, taking into account the cancellation of 186,648 pre-
dividend shares of our common stock that were owned by David C. Merrell. Mr.
Merrell was our President and one of our directors prior to the KyoMedix
Agreement. The combination of these entities was treated as a purchase for
accounting purposes, with KyoMedix becoming our wholly-owned subsidiary on
closing.
The principal terms of the KyoMedix Agreement were:
1. Prior to the completion of the KyoMedix Agreement, we were required
to effect a four for one dividend on outstanding common stock, and 186,648
shares of our pre-dividend shares that were owned by David C. Merrell were
required to be delivered for cancellation pending the closing of the KyoMedix
Agreement;
2. The issuance of 15,166,550 of our post-dividend shares of common
stock ("restricted securities") in exchange for 100% of the outstanding shares
of KyoMedix. The 15,166,550 shares represented approximately 96% of our
post-KyoMedix Agreement outstanding securities, taking into consideration the
cancellation of the 186,648 pre-dividend shares of common stock that were
owned by Mr. Merrell.
3. Our adoption 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 our common stock that are "restricted securities"
unless and until the options and the underlying shares were registered with
the Securities and Exchange Commission on Form S-8.
4. Following the closing of the KyoMedix Agreement, we were to provide
our stockholders with a proxy or information statement to consider and act
upon an amendment to our Articles of Incorporation to change our name to
"KyoMedix, Inc." and in the interim, we 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.
5. The designation of the directors and executive officers nominated by
the KyoMedix Stockholders as our new directors and executive officers, with
our pre-KyoMedix Agreement directors and executive officers resigning, in
seriatim.
6. We were required to and did execute and deliver a Promissory Note in
the amount of $250,000 payable to David C. Merrell with 90 days of the closing
of the KyoMedix Agreement, the payment of which was 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 by these
KyoMedix Stockholders under the KyoMedix Agreement.
Prior to the completion of the KyoMedix Agreement, taking into account
the cancellation of the 186,648 pre-dividend shares owned by Mr. Merrell,
there were 595,408 outstanding shares of our common stock. Following the
completion of the KyoMedix Agreement, there were 15,761,958 post-dividend
outstanding shares of our common stock.
A copy of the KyoMedix Agreement, including all material exhibits and
related instruments, accompanied our initial 8-K Current Report dated April 9,
2002, which is incorporated herein by reference; the foregoing summary of the
KyoMedix Agreement is modified in its entirety by reference to such Report.
See Item 7.
Effective November 11, 2002, the KyoMedix Agreement was rescinded and
declared null and void by the parties pursuant to a Compromise and Settlement
Agreement, a copy of which is attached hereto and incorporated by reference.
See Item 7.
Pursuant to the terms and provisions of the Compromise and Settlement
Agreement, the parties agreed as follows:
1. The KyoMedix Agreement was rescinded, and the 15,166,550 shares of
our common stock that were issued pursuant to the KyoMedix Agreement were
canceled.
2. The four for one dividend on our pre-KyoMedix Agreement outstanding
securities was retained.
3. The 186,648 pre-KyoMedix Agreement shares of our common stock that
were owned by David C. Merrell and that were canceled, were re-issued, and the
four for one dividend was effected on these shares; the Promissory Note in
the amount of $250,000 payable to Mr. Merrell for his indemnification of us
from and against certain liabilities was declared null and void, along with
Mr. Merrell's Limited Indemnity Agreement.
4. Our adoption of the KyoMedix Employee Stock Option Plan was declared
void.
5. The Certificate of Business: Fictitious Firm Name, which we filed in
the State of Nevada under the name "KyoMedix, Inc.." was canceled.
6. Certain Share Purchase Option Agreements, pursuant to which certain
shareholders of our stockholders granted certain associates of the KyoMedix
Stockholders options that acquire a portion of their shares of common stock,
were declared null and void.
7. KyoMedix and the KyoMedix Shareholders agreed to indemnify and hold
us harmless from and against any and all liabilities that we may have incurred
since April 9, 2002, to the effective date of the Compromise and Settlement
Agreement, or while they or their nominees were under our control.
8. The persons who were then serving as our directors or executive
officers had their elections and designations as directors and executive
officers declared void, and our former directors and executive officers, David
C. Merrell and Todd D. Ross, were re-elected as our directors and executive
officers for the remainder of their respective terms or until their successors
are elected and qualified.
9. All claims of any party against any other party were compromised and
settled.
10. The civil action filed by David C. Merrell against all of the parties
to the KyoMedix Agreement that was filed in the Third Judicial District Court
in Salt Lake County, Utah, filed as Civil Action No. 020910071, a copy of
which is attached hereto and incorporated by reference, was dismissed, with
prejudice. See Item 7.
11. If any party to the Compromise and Settlement Agreement defaults on
any of the terms and provisions hereof, the non-defaulting party or parties
shall be entitled to recover reasonable attorney's fees and costs; and any
action brought to enforce the terms and provisions of the Compromise and
Settlement Agreement must be brought in the State of Nevada and each party
consented to such jurisdiction. Each party also agreed to bear its respective
costs of the negotiation, consummation and execution of the Compromise and
Settlement Agreement and all related matters.
(b) To the knowledge of our management and based upon a review of our
stock ledger maintained by our transfer agent and registrar, the following
table sets forth the beneficial ownership of persons who owned more than five
percent of our common stock following the execution and delivery of the
Compromise and Settlement Agreement:
Name Positions Held Shares Owned %
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David C. Merrell President and 746,592 55.6%
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 316,200 23.6%
455 East 500 South, Suite #205
Salt Lake City, Utah 84111
TOTALS 1,062,792 79.6%
Item 2. Acquisition or Disposition of Assets.
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See Item 1.
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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See the Press Release attached hereto and incorporated by reference. See
Item 7.
Item 6. Resignations of Registrant's Directors.
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Pursuant to the Compromise and Settlement Agreement, the persons who were
then serving as our directors or executive officers had their election and
designation as directors and executive officers declared void, and our former
directors and executive officers, David C. Merrell and Todd D. Ross, were re-
elected as our directors and executive officers for the remainder of their
respective terms or until their successors are elected and qualified.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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(a) None; not applicable.
(b) None; not applicable.
(c) Exhibits.
10.1 Compromise and Settlement Agreement
10.2 Civil Action Complaint
99 Press Release
Item 8. Change in Fiscal Year.
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None; not applicable.
Item 9. Regulation FD Disclosure.
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See Exhibit 99.2.
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: 11/13/02 /s/ David C. Merrell
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David C. Merrell
President