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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): March 28, 2001
ICHOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State of Incorporation)
000-25132 25-1741849
(Commission File Number) (I.R.S. Employer Identification No.)
P.O.Box 10343, 1010 - 609 Granville Street
Vancouver, British Columbia, Canada V7Y 1G5
(Address of principal executive offices, including postal code)
(604) 646-2030
(Registrant's telephone number, including area code)
17 Dame Street, Dublin 2, Ireland
(Former address, if changed since last report)
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ITEMS 1 AND 2. CHANGES IN CONTROL OF REGISTRANT; ACQUISITION OF
ASSETS.
Effective March 28, 2001, ICHOR Corporation ("ICHOR") completed a share
exchange (the "Transaction") with approximately 99.9% of the shareholders
(the "Hippocampe Shareholders") of Hippocampe S.A. ("Hippocampe"), a
societe anonyme organized under the laws of France, pursuant to two share
exchange agreements dated for reference December 13, 2001. As a result,
the Hippocampe Shareholders beneficially acquired, directly and
indirectly, in aggregate approximately 66.3% of the shares of common stock
of ICHOR on a diluted basis, after giving effect to the filing of an
amendment to ICHOR's Certificate of Incorporation to increase its
authorized number of shares of common stock.
Pursuant to the Transaction, ICHOR issued to the Hippocampe Shareholders
in aggregate approximately 33,311,398 of its shares of common stock and
preferred shares (the "LuxCo Exchangeable Preferred Shares") of 6543
Luxembourg S.A., a new wholly-owned subsidiary of ICHOR established under
the laws of Luxembourg, which will become exchangeable into shares of
common stock of ICHOR upon the filing of an amendment to ICHOR's
Certificate of Incorporation to increase its authorized number of shares
of common stock from 30,000,000 to 80,000,000. The amendment will be
filed with the Secretary of State of the State of Delaware on or about 20
days after the distribution of an Information Statement to ICHOR's
stockholders. The Information Statement is currently being reviewed by
the Securities and Exchange Commission and will be distributed upon
completion of its review.
In connection with the Transaction, ICHOR filed a Certificate of
Designations with the Secretary of State of the State of Delaware to
create a series of Special Voting Preferred Stock. The share of Special
Voting Preferred Stock to be issued by ICHOR will enable the shareholders
of Hippocampe that received LuxCo Exchangeable Preferred Shares to
exercise voting rights in ICHOR.
All of the shares of common stock and securities exchangeable into shares
of common stock of ICHOR acquired by the Hippocampe Shareholders pursuant
to the Transaction are subject to resale restrictions in accordance with
United States federal and state securities laws.
MFC Merchant Bank S.A. ("MFC Bank") had previously entered into an
underwriting agreement (the "Underwriting Agreement") dated for reference
July 24, 2000 with Hippocampe and was assisting Hippocampe in effecting a
merger with a public U.S. registrant. MFC Bank identified ICHOR as a
business combination partner and approached it in the fall of 2000. At
the time, ICHOR did not have an operating business and was focusing on the
identification of a particular business or industry within which it would
seek an acquisition or merger. ICHOR, through MFC Bank, negotiated terms
for ICHOR to acquire Hippocampe with existing shareholders of ICHOR
retaining approximately 20% of the outstanding shares of common stock of
ICHOR, without giving effect to any securities of ICHOR to be issued to
MFC Bank in accordance with Underwriting Agreement. Hippocampe would
become the surviving business with its shareholders acquiring
approximately 80% of the outstanding shares of common stock of ICHOR.
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Pursuant to the Underwriting Agreement, MFC Bank acted as an advisor in
the Transaction and received certain compensation in respect thereof,
including 2,017,854 shares of common stock of ICHOR issued or issuable in
connection with the Transaction. MFC Bank also previously provided a
credit facility to Hippocampe in connection with which MFC Bank has
received certain fees as well as share purchase warrants which entitle MFC
Bank to purchase up to approximately 6,730,599 shares of common stock of
ICHOR, subject to final adjustment, at an exercise price of approximately
E0.2319 and for a period expiring on July 31, 2003.
The following table sets forth certain information as at March 29, 2001
regarding the beneficial ownership of ICHOR's shares of common stock
following the closing of the Transaction by:
* each person known by ICHOR to be a beneficial owner of more
than five percent of the outstanding shares of common stock of
ICHOR;
* each of the executive officers and directors of ICHOR; and
* all executive officers and directors of ICHOR as a group.
The following is based solely on statements filed with the SEC or other
information ICHOR believes to be reliable.
Name and Address Amount and Nature
of Beneficial of Beneficial Percent of
Owner Ownership(1) Class(1)
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Martine Reindle(2)
CP 18
CH-1295 Mies,
Switzerland 13,415,847(3) 30.8%
Aralis Participations
S.A.(2)(4)
Les Avouillons 4
CH-1196 Gland VD,
Switzerland 9,124,482 21.0%
MFC Bancorp Ltd.
17 Dame Street
Dublin 2, Ireland 12,315,833(5) 24.5%
MFC Merchant Bank S.A.
6, Cours de Rive,
1211 Geneva 3,
Switzerland 9,718,773(6) 19.4%
Sutton Park
International Ltd.
P.O. Box 146, Road Town,
Tortola, British Virgin
Islands 2,597,060 6.0%
Pierre-Francois Serres(2)
Chief Executive Officer,
President and Director 11,129,393(7) 25.6%
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Name and Address Amount and Nature
of Beneficial of Beneficial Percent of
Owner Ownership(1) Class(1)
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Eric Turcotte
Chief Financial Officer,
Secretary and Director - -
Patrice Pactol(2)
Director 2,137,151 4.9%
All executive officers
and directors of ICHOR
as a group (3 persons) 13,266,544(7) 30.5%
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(1) Amounts and percentages give effect to securities issued or issuable
in connection with the Transaction, including securities exchangeable
into shares of common stock of ICHOR (i.e., LuxCo Exchangeable
Preferred Shares) issued to certain shareholders of Hippocampe.
(2) Former shareholders of Hippocampe.
(3) Includes 9,124,482 shares of common stock of ICHOR owned by Aralis
Participations S.A. Martine Reindle is the Chairperson and a member
of the Board of Directors, and owns approximately 45% of the
outstanding voting shares, of Aralis Participations S.A.
(4) The outstanding shares of Aralis Participations S.A. are beneficially
owned as follows: Martine Reindle 44.9%; Ernest Lubke - 32.3%; Karen
Van Ness - 8.9%; Christian Rochet - 4.9%; Dr. Takashi Onouchi - 3.7%;
Jean-Paul Royet - 3.0%; Jean-Daniel Noir - 1.3%; M. Masayoshi
Watanabe - 0.9%; and Malin Noren - 0.1%.
(5) Includes 2,597,060 shares of common stock of ICHOR indirectly owned
through Sutton Park International Ltd. and 2,988,174 shares of common
stock of ICHOR and 6,730,599 share purchase warrants indirectly owned
through MFC Bank. Sutton Park International Ltd. and MFC Bank are
wholly-owned subsidiaries of MFC Bancorp Ltd.
(6) Includes 2,988,174 shares of common stock of ICHOR and 6,730,599
share purchase warrants, each of which entitles the holder to
purchase one share of common stock of ICHOR.
(7) Pierre-Francois Serres also has voting rights in 2,039,038 shares of
common stock of ICHOR beneficially owned by Martine Reindle but held
in usufrucht by Dr. Serres.
Effective March 28, 2001, Patrice Pactol replaced Jin-Soo Choi as a Class
I director of ICHOR for a term expiring in 2001, Eric Turcotte replaced
Charles C.S. Pang as a Class II director of ICHOR for a term expiring in
2002 and Pierre-Francois Serres replaced Jae-Sun Lee as a Class III
director of ICHOR for a term expiring in 2003. Dr. Serres has been
appointed the Chief Executive Officer and President and Mr. Turcotte has
been appointed the Chief Financial Officer and Secretary of ICHOR. Dr.
Serres and Mr. Pactol are former shareholders of Hippocampe.
Hippocampe is a biotechnology research and development company organized
in 1990 under the laws of France, with research activities coordinated in
Lyon, France. Hippocampe's focus is fundamental and applied research in
human and veterinary biology and medicine, with a particular emphasis on
humanitarian aspects of such research (i.e., retroviral pathogenesis, such
as AIDS, oncogenesis and organ transplantation). Hippocampe's current
objective is to develop vaccine and therapeutic compounds and specific
therapies for certain retroviral diseases or diseases with a viral
autoimmune content. The first products and applications target human and
animal AIDS.
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The basic operational strategy of Hippocampe has been to divide its main
areas of research into discrete modules, each with its own scientific
interest. The research on these modules is outsourced under Hippocampe's
supervision to specialized and complementary, public and private research
teams. Hippocampe organizes the schedule and progress of the individual
research teams to facilitate the overall development of its research
goals. The research teams are authorized to co-publish their results at
the appropriate time and in agreement with Hippocampe. However,
Hippocampe retains all intellectual property rights on the combined
research results and applies for patent protection of the research results
whenever such protection is justified.
Hippocampe has a limited operating history and its products are in an
early stage of development. However, Hippocampe believes it has made a
major finding with a new and precise molecular mimicry between a conserved
part of GP41 (an HIV transmembrane protein) in a trimeric form and
interleukine-2, the immune system's conductor protein. This discovery may
explain that an HIV infection can trigger an immune response that turns
against the immune system itself. This research indicates potential for a
major link that may have a significant impact in developing animal and
human AIDS vaccines and therapeutic molecules in the field of HIV and FIV
infection.
The key principal of Hippocampe is Dr. Pierre-Francois Serres. Dr. Serres
began his career as a professor and researcher at the medical faculty of
the University of Lyon in France. From 1975 and prior to starting
Hippocampe, he held various teaching and research positions at French
medical universities and biomedical institutes, among them the Institut
Pasteur in Lyon, France. Dr. Serres founded Hippocampe in 1990.
The closing of the Transaction was announced by a press release dated
March 29, 2001 issued by ICHOR.
For further information with respect to the Transaction, ICHOR and
Hippocampe, and certain risk factors relating thereto, see ICHOR's Current
Report on Form 8-K dated December 27, 2000 and Current Report on Form 8-
K/A dated January 30, 2001, both of which are incorporated by reference
herein, and ICHOR's latest Preliminary Information Statement on Schedule
14C dated April 2, 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Attached hereto as Exhibit 99.2 are the financial statements of
Hippocampe as of December 31, 2000 and 1999 and for the years ended
December 31, 2000, 1999 and 1998.
(b) Pro forma financial information.
Attached hereto as Exhibit 99.3 is unaudited pro forma condensed
combined financial information which has been prepared based upon the
historical financial statements and related notes of ICHOR and
Hippocampe, respectively, giving effect to the Transaction.
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Hippocampe reports its results in Euros (E). Since the Transaction
is accounted for as a reverse purchase, with the continuing entity
being Hippocampe, the unaudited pro forma condensed combined
financial information is reported in Euros. The accounting treatment
applied in a reverse purchase differs from the legal form of the
transaction and the continuing entity is Hippocampe.
The unaudited pro forma condensed combined financial information does
not purport to present the financial condition and results of
operations of ICHOR and Hippocampe had the Transaction actually been
completed as of the dates indicated. In addition, the unaudited pro
forma condensed combined financial information is not necessarily
indicative of the future results of operations and should be read in
connection with the historical financial statements and related notes
of ICHOR and Hippocampe, respectively.
(c) Exhibits.
Exhibit No. Description
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4.1 Certificate of Designations dated March 19, 2001
of ICHOR Corporation.
10.1 Share Exchange Agreement dated for reference
December 13, 2000 between ICHOR Corporation and
certain shareholders of Hippocampe S.A.
Incorporated by reference from the Current
Report on Form 8-K of ICHOR Corporation dated
December 27, 2000.
10.2 Share Exchange Agreement dated for reference
December 13, 2000 between ICHOR Corporation and
certain shareholders of Hippocampe S.A.
Incorporated by reference from the Current
Report on Form 8-K of ICHOR Corporation dated
December 27, 2000.
10.3 Underwriting Agreement dated for reference July
24, 2000 between Hippocampe S.A. and MFC
Merchant Bank S.A. Incorporated by reference
from the Preliminary Information Statement on
Schedule 14C of ICHOR Corporation dated April 2,
2001.
10.4 Credit Facility Agreement dated for reference
July 27, 2000 between Hipocampe S.A. and MFC
Merchant Bank S.A. Incorporated by reference
from the Preliminary Information Statement on
Schedule 14C of ICHOR Corporation dated April 2,
2001.
99.1 Press release dated December 14, 2000 of ICHOR
Corporation.
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99.2 Financial statements of Hippocampe S.A.
99.3 Unaudited pro forma condensed combined financial
information.
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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, thereunto duly authorized.
ICHOR CORPORATION
/s/ Eric Turcotte
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Eric Turcotte
Chief Financial Officer and
Secretary
Date: April 10, 2001
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ICHOR CORPORATION
FORM 8-K
Exhibit Number Description
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4.1 Certificate of Designations dated March 19,
2001 of ICHOR Corporation.
10.1 Share Exchange Agreement dated for reference
December 13, 2000 between ICHOR Corporation
and certain shareholders of Hippocampe S.A.
Incorporated by reference from the Current
Report on Form 8-K of ICHOR Corporation dated
December 27, 2000.
10.2 Share Exchange Agreement dated for reference
December 13, 2000 between ICHOR Corporation
and certain shareholders of Hippocampe S.A.
Incorporated by reference from the Current
Report on Form 8-K of ICHOR Corporation dated
December 27, 2000.
10.3 Underwriting Agreement dated for reference
July 24, 2000 between Hippocampe S.A. and MFC
Merchant Bank S.A. Incorporated by reference
from the Preliminary Information Statement on
Schedule 14C of ICHOR Corporation dated April
2, 2001.
10.4 Credit Facility Agreement dated for reference
July 27, 2000 between Hipocampe S.A. and MFC
Merchant Bank S.A. Incorporated by reference
from the Preliminary Information Statement on
Schedule 14C of ICHOR Corporation dated April
2, 2001.
99.1 Press release dated December 14, 2000 of
ICHOR Corporation.
99.2 Financial statements of Hippocampe S.A.
99.3 Unaudited pro forma condensed combined
financial information.