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: July 31, 2001 PATHOBIOTEK DIAGNOSTICS INC. ---------------------------- (Exact name of registrant as specified in its charter post-merger) Texas 000-28519 76-0510754 - --------------------- ---------- ----------------- (State or other (Commission File No.) (IRS Employer jurisdiction of Identification No.) incorporation) 4800 Research Forest Drive, The Woodlands, TX 77381-4142 -------------------------------------------------------- (New Address) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (281) 364-6054 -------------- ITEM 1. CHANGES IN CONTROL OF REGISTRANT None. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS At a shareholder's meeting held on July 16, 2001, the shareholders approved: a. Transfer of Technology, patents, and proprietary research to Pathobiotek Inc. a wholly owned subsidiary. b. Spin-off by dividend, share for share (pre-reverse split), of the subsidiary Pathobiotek Inc. to shareholders, pro rata, effective for shareholders as of record date of meeting June 22, 2001. ITEM 3. BANKRUPTCY OR RECEIVERSHIP None. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT None. ITEM 5. OTHER EVENTS At a shareholder's meeting held on July 16, 2001, the shareholders approved: A one for forty reverse split of common shares except no shareholder to be reduced to less than 10 shares. ITEM 6. RESIGNATION AND APPOINTMENT OF DIRECTORS None. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS Exhibits: None. 2 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. Date: August 6, 2001 Pathobiotek Diagnostics Inc. /s/ Robert C. Simpson By: ----------------------------------- Robert C. Simpson, President 3