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: October 20, 2004
Corgenix Medical Corporation
(Exact Name of registrant as specified in its charter)
Colorado 000-24541 93-1223466
(State or other Commission File I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
12061 Tejon St.
Westminster, Colorado 80234
(Address, including zip code, of principal executive offices)
(303) 457-4345
(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:
[ ] 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))
Item 1.01. Entry Into Material Definitive Agreement.
As previously disclosed, Corgenix Medical Corporation ("the Company)
and Genesis Bioventures, Inc. ("Genesis") agreed to an extension to the existing
Amended and Restated Agreement and Plan of Merger (the "Merger Agreement")
between the two companies. The extension has been executed in the form of
Amendment No. 1 (the "Amendment") to the Merger Agreement, a copy of which is
filed herewith as Exhibit 2.3.
The Amendment states that if, during the period beginning on October 15,
2004 and ending nine months immediately following the Closing, Genesis Common
Stock fails to trade at or above $0.53 per share for at least twelve (12)
trading days in any consecutive twenty (20) trading day period, then an
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additional Seven Million (7,000,000) shares of Genesis Common Stock shall be
issued to those former holders of shares of the Company's Capital Stock. Section
6.3 of the Merger Agreement is amended to state that Genesis must file the
applicable preliminary proxy materials with the SEC as promptly as practicable
and, in any case, by November 30, 2004. A new section 9.19 to the Merger
Agreement provides that the number of Dissenting Shares of the Company shall not
consist of more than twelve and one-half percent (12.5%) of the issued and
outstanding shares of Corgenix common stock, excluding shares owned by officers,
directors, and Medical & Biological Laboratories Company, Ltd. Section 14.1 of
the Merger Agreement is amended to change the date after which the Company or
GBI may unilaterally terminate the Merger Agreement if the closing has not yet
occurred from July 30, 2004 to February 28, 2005. In addition, the section is
further amended to allow the Company to terminate the Merger Agreement at any
time prior to November 30, 2004 if it is not satisfied with the terms or the
progress of the new equity financing which is a condition to the closing of the
Merger pursuant to section 9.13 of the Merger Agreement, or if at any time
between October 15, 2004 and November 30, 2004 there shall have been any
material adverse change in the financial condition of Genesis.
References to the Merger Agreement and the Amendment are qualified in
their entirety to the complete text of such documents filed herewith or
previously filed with the Securities and Exchange Commission and incorporated
herein by reference.
Capitalized terms used herein and not otherwise defined are used as
defined in the Merger Agreement, as amended.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
2.3 Amendment No. 1 to Amended and Restated Agreement and Plan
of Merger
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.
DATED, this 20th day of October, 2004.
Corgenix Medical Corporation
By: /s/ Douglass T. Simpson
-------------------------
Douglass T. Simpson
President
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AMENDMENT NO. 1 TO
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
(this "Amendment"), dated as of October 15, 2004, is among Genesis Bioventures,
Inc., a New York corporation ("Parent"); GBI Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Parent ("Acquisition Corp."); and
Corgenix Medical Corporation, a Nevada corporation ("Target"), and amends that
certain Amended and Restated Agreement and Plan of Merger dated as of May 21,
2004 among the parties hereto (the "Original Agreement").
WHEREAS, the parties to the Original Agreement desire to amend the
Original Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises herein made, and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. Amendment and Restatement of Section 3.1 of the Original Agreement.
Section 3.1 is hereby amended and restated to read in its entirety as follows:
"3.1 Merger Consideration.
(a) The aggregate consideration payable by the PARENT in the
Merger to holders of shares of TARGET capital stock ("TARGET Capital
Stock"), shall, subject to Section 3.1(b) hereof, consist of Fourteen
Million (14,000,000) shares (the "Merger Shares") of the common
stock, $0.0001 par value per share, of PARENT ("PARENT Common
Stock"). Immediately prior to the transactions contemplated
hereunder, PARENT shall have contributed the Merger Shares to the
capital of ACQUISITION CORP. for issuance upon the Closing.
(b) If, during the period beginning on the date first written
above and ending nine months immediately following the Closing (the
"Contingency Period"), PARENT Common Stock fails to trade at or above
$0.53 per share for at least twelve (12) trading days in any
consecutive twenty (20) trading day period, then an additional Seven
Million (7,000,000) shares of PARENT Common Stock (the "Contingent
Shares") shall be issued to those former holders of shares of TARGET
Capital Stock who tendered shares to Parent at the Closing, with each
such former holder receiving Contingent Shares as per an exchange
ratio determined by dividing 7,000,000 by the full amount of all of
the issued and outstanding shares of TARGET Capital Stock immediately
prior to the Effective Time. If issued pursuant to this Section 3(b),
the Contingent Shares shall be issued within fifteen days following
the expiration of the Contingency Period. PARENT shall have deposited
the Contingent Shares with an escrow agent mutually satisfactory to
PARENT and TARGET prior to the Closing. At or prior to the Closing,
PARENT and TARGET shall execute and deliver an escrow agreement to
govern the terms upon which the Contingent Shares shall be held in
and, if applicable, released from, escrow.
2. Amendment of Section 6.3 of the Original Agreement. Section 6.3 is
hereby amended and restated as follows:
"6.3 Approval of Stockholders. Both PARENT and TARGET shall take, as
promptly as reasonably practicable, and prosecute with all due and
appropriate speed, such other steps reasonably necessary to obtain all
stockholder and regulatory approvals required for the consummation of the
Merger and the other transactions contemplated by this Agreement,
including specifically, in the case of PARENT, the filing of applicable
preliminary proxy materials with the SEC as promptly as practicable and,
in any case, by November 30, 2004, and the mailing of definitive final
proxy materials to stockholders as soon as practicable and permissible in
anticipation of meetings of the shareholders of PARENT and TARGET to be
held as promptly as practicable and permissible but in any case, on or
before February 28, 2005, or such later date as may be approved by the
parties in the sole discretion of each, for approval of the Merger and the
other aforesaid transactions."
3. Amendment of Section 9.13 of the Original Agreement. Section 9.13 is
hereby amended by adding "(the "Takeout Financing")" immediately after
"financing."
4. A new section 9.19 is hereby inserted, to read as follows:
"9.19 Dissenters. The number of Dissenting Shares shall not consist
of more than twelve and one-half percent (12.5%) of the issued and
outstanding shares of TARGET Common Stock, excluding shares owned by
officers, directors, and Medical & Biological Laboratories Company, Ltd.
5. Amendment of Section 10.1 of the Original Agreement. Section 10.1 is
hereby amended and restated as follows:
"10.1 Closing. Unless this Agreement shall have been terminated
pursuant to the provisions of Article XIV hereof, the closing of the
transactions contemplated by this Agreement (the "Closing") shall take
place at the offices of PARENT 1A-3033 King George Hwy. Surrey, BC, Canada
V4P 1B8, at 10:00 am, local time, on the date which is three (3) business
days after all conditions to closing have been satisfied or are first
capable of being satisfied, but in no event later than February 28, 2005
unless otherwise mutually agreed by the parties to this Agreement. The
date on which the Closing occurs is referred to as the "Closing Date." The
Closing shall be deemed completed as of 12:01 a.m.
on the morning of the Closing Date."
6. Amendment of Section 14.1 of the Original Agreement. Section 14.1 is
hereby amended by replacing "July 30, 2004" with "February 28, 2005" in
subsection (b) thereof, and by adding the following new paragraphs:
"(e) by Corgenix (acting through its board of directors) if at any time
prior to November 30, 2004 Corgenix is not satisfied in its sole discretion with
the terms of the Takeout Financing or progress made to complete the Takeout
Financing; or
(f) by Corgenix (acting through its board of directors) if at any time
between the date hereof and November 30, 2004 there shall have been any material
adverse change in the financial condition of Parent."
7. Authorization. This Amendment has been duly executed and delivered by
each party hereto and constitutes a valid and binding obligation of each such
party, enforceable in accordance with its terms.
8. No Other Amendments. Except as expressly amended hereby, the provisions
of the Original Agreement are and shall remain in full force and effect.
9. Counterparts and Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
and delivered by means of facsimile transmission or otherwise, each of which
when so executed and delivered shall be deemed to be an original and all of
which when taken together shall constitute but one and the same agreement. If
any party hereto elects to execute and deliver a counterpart signature page by
means of facsimile transmission, it shall deliver an original of such
counterpart to each of the other parties hereto within ten days of the date
hereof, but in no event will the failure to do so affect in any way the validity
of the facsimile signature or its delivery.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the date first written above.
GENESIS BIOVENTURES, INC.
By: s/ E. Greg McCartney
---------------------
Name: E. Greg McCartney
Its: Chairman and CEO
GBI ACQUISITION CORP.
By: s/ E. Greg McCartney
---------------------
Name: E. Greg McCartney
Its: Chairman and CEO
CORGENIX MEDICAL CORPORATION
By: s/ Luis R. Lopez, MD
--------------------
Name: Luis R. Lopez, MD
Its: CEO