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: January 4, 2005
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 reported, 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"). The
extension was executed in the form of Amendment No. 1 (the "Amendment") to the
Merger Agreement, a copy of which was filed on Form 8-K on October 20, 2004.
The Amendment, among other changes, allowed the Company to terminate the Merger
Agreement at any time prior to November 30, 2004 if it were not satisfied with
the terms or the progress of the new equity financing. A new equity financing in
an amount of at least $6,000,000 is a condition to the closing of the Merger
pursuant to section 9.13 of the Merger Agreement. On November 30, 2004, the
Company and Genesis agreed to extend the date for obtaining the financing to
December 10, 2004. On December 9, 2004, the parties agreed to extend the date to
December 31, 2004, and on December 31, 2004, the parties agreed to extend the
deadline for terminating the Merger Agreement to January 15, 2005. These
extensions are documented as Amendments No. 2, 3 and 4 to the Merger Agreement.
Management of Corgenix believes that, given the delays experienced during the
holiday season, and given the timing delays that are often associated with
seeking funds in overseas markets, it was appropriate and in the best interests
of the Company to allow Genesis additional time to pursue the new equity
financing.
If commitments for such financing have not been obtained by Genesis in forms
satisfactory to the Company, or if progress satisfactory to the Company, in its
sole discretion, has not been made towards obtaining such financing, then
management anticipates that the Company will terminate the Merger Agreement on
January 15, 2005.
References to the Merger Agreement and the amendments 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) Exhibit 2.3 Amendment No. 2 to Amended and Restated Agreement
and Plan of Merger, Amendment No. 3 to Amended and Restated
Agreement and Plan of Merger, and Amendment No. 4 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 4th day of January, 2005.
Corgenix Medical Corporation
-------------------------------
By: /s/ Douglass T. Simpson
Douglass T. Simpson President
AMENDMENT NO. 2 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 November 30, 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 14.1(e) of the Original Agreement.
Section 14.1(e) is hereby amended and restated to read as follows:
"(e) by Corgenix (acting through its board of directors) if at any time
prior to December 10, 2004 Corgenix is not satisfied in its sole discretion with
the terms of the Takeout Financing or progress made to complete the Takeout
Financing, which date Genesis agrees to consider in good faith amendment further
if information from potential investors in the Takeout Financing is not
provided, or not provided in detail sufficient for Corgenix to make a fully
informed decision at that time); or"
2. 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.
3. No Other Amendments. Except as expressly amended hereby, the provisions
of the Original Agreement are and shall remain in full force and effect.
4. 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
AMENDMENT NO. 3 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 December 9, 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 14.1(e) of the Original Agreement.
Section 14.1(e) is hereby amended and restated to read as follows:
"(e) by Corgenix (acting through its board of directors) if at any time
prior to December 31, 2004 Corgenix is not satisfied in its sole discretion with
the terms of the Takeout Financing or progress made to complete the Takeout
Financing, which date Genesis agrees to consider in good faith amendment further
if information from potential investors in the Takeout Financing is not
provided, or not provided in detail sufficient for Corgenix to make a fully
informed decision at that time); or"
2. 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.
3. No Other Amendments. Except as expressly amended hereby, the provisions
of the Original Agreement are and shall remain in full force and effect.
4. 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
AMENDMENT NO. 4 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 December 31, 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 14.1(e) of the Original Agreement.
Section 14.1(e) is hereby amended and restated to read as follows:
"(e) by Corgenix (acting through its board of directors) if at any time
prior to January 15, 2005 Corgenix is not satisfied in its sole discretion with
the terms of the Takeout Financing or progress made to complete the Takeout
Financing, which date Genesis agrees to consider in good faith amendment further
if information from potential investors in the Takeout Financing is not
provided, or not provided in detail sufficient for Corgenix to make a fully
informed decision at that time); or"
2. 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.
3. No Other Amendments. Except as expressly amended hereby, the provisions
of the Original Agreement are and shall remain in full force and effect.
4. 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