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
JUNE 1, 2005
Date of Report (Date of earliest event reported)
VASO ACTIVE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 02-0670926
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
001-31925
(Commission File No.)
99 ROSEWOOD DRIVE, SUITE 260, DANVERS, MA 01923
(Address of principal executive offices including zip code)
(978) 750-1991
(Registrant's telephone number, including area code)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 1, 2005, Vaso Active Pharmaceuticals, Inc. (the "Company")
entered into a Memorandum of Understanding Concerning Settlement Terms ("MOU")
to settle the pending consolidated securities class action lawsuit styled In Re
VASO ACTIVE PHARMACEUTICALS SECURITIES LITIGATION, Master Docket No.
04-10708-RCL (D. Mass). Under the terms of the MOU, the lead plaintiffs and the
settling defendants agree that the final stipulation will contain a disclaimer
of liability consistent with the MOU. Subject to the terms and conditions set
forth in the MOU, settling defendants will pay into escrow for the benefit of
the class $1,100,000 in cash and $750,000 face amount of 2-year 5% subordinated
callable notes convertible at $1.75 per share within 10 business days of
preliminary approval of the settlement by the court. In consideration of this
payment, the parties will fully and finally release and discharge all claims
against each other. The settlement still needs court approval. The Company's
insurance carrier has agreed to pay the $1,100,000 cash payment in exchange for
a release of its liability under its insurance policy with the Company.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS
On June 2, 2005, the Company issued a press release announcing that it
entered into the MOU as described in Item 1.01 above. A copy of this press
release is attached as Exhibit 99.1 hereto. The reader is advised to read the
press release in its entirety.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit 99.1 Press release dated June 2, 2005
VASO ACTIVE REACHES SETTLEMENT TERMS IN CONSOLIDATED CLASS ACTION LAWSUIT
DANVERS, Mass.--(BUSINESS WIRE)--June 2, 2005 -- Vaso Active Pharmaceuticals,
Inc. (Vaso Active) (VAPH.pk) of Danvers, Massachusetts, announced today that the
Company entered into a Memorandum of Understanding Concerning Settlement Terms
(MOU) to settle the pending consolidated securities class action lawsuit. Under
the terms of the MOU, the lead plaintiffs and the settling defendants agree that
the final stipulation will contain a disclaimer of liability consistent with the
MOU. Subject to the terms and conditions set forth in the MOU, settling
defendants will pay into escrow for the benefit of the class $1,100,000 in cash
and $750,000 face amount of 2-year 5% subordinated callable notes convertible at
$1.75 per share within 10 business days of preliminary approval of the
settlement by the court. In consideration of this payment, the parties will
fully and finally release and discharge all claims against each other. The
settlement still needs court approval. The Company's insurance carrier has
agreed to pay the $1,100,000 cash payment in exchange for a release of its
liability under its insurance policy with the Company.
"This is a significant positive step forward for the Company. We look
forward to putting this obstacle behind us, allowing us to now concentrate our
efforts on building value for our shareholders." said Joseph Frattaroli,
President of Vaso Active.
Forward-Looking Statements
Certain statements contained herein constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are based on current expectations,
estimates and projections about the Company's industry, management's beliefs and
certain assumptions made by management. Readers are cautioned that any such
forward-looking statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict. Because such statements involve risks and uncertainties, the actual
results and performance of the Company may differ materially from the results
expressed or implied by such forward-looking statements. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. Unless otherwise required by law, the Company also
disclaims any obligation to update its view of any such risks or uncertainties
or to announce publicly the result of any revisions to the forward-looking
statements made here; however, readers should review carefully reports of
documents the Company files periodically with the SEC.
Contact:
Matt Carter
Vaso Active Pharmaceuticals, Inc.
978-750-1991 Ext. 28
mcarter@vasoactive.us
SIGNATURE
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.
VASO ACTIVE PHARMACEUTICALS, INC.
Date: June 2, 2005 By: /s/ Joseph Frattaroli
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Name: Joseph Frattaroli
Title: Acting CEO and President