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: April 30, 2003
DEVELOPED TECHNOLOGY RESOURCE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 0-21394 41-1713474
(State of other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification Number)
SOUTHPOINT OFFICE CENTER, 1650 WEST 82ND STREET, SUITE 1040,
BLOOMINGTON, MN 55431
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (952) 881-4105
5223 INDUSTRIAL BOULEVARD, EDINA, MN 55439
(Former name, former address and former fiscal year,
if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
In our acquisition of GelStat Corp. (GelStat), described in Item 2 of this
report, we issued shares of our common stock to the owners of GelStat. As a
result of that transaction, the three former owners of GelStat hold
approximately 60% of our outstanding common stock.
The names, ownership of Developed Technology Resources, Inc. (DTR) common
stock, and percentage ownership of DTR common stock of these former GelStat
owners are set forth below:
NAME # DTR SHARES % DTR
Stephen C. Roberts 740,398 (1) 26.6 (1)
James W. Higgins 220,730 8.6
Russell W. Mitchell 728,407 28.4
(1) Includes 5-year warrant for purchase of 218,005 shares at $.45 per
share.
In addition, the officers, directors, and former owners of GelStat now
comprise a majority of our Board of Directors. See Item 2, below. The foregoing
constitutes a change of control.
There are no voting agreements, or other arrangements between or among the
former GelStat owners and DTR or its shareholders with respect to the control or
management of DTR, except for (i) certain limitations on issuance of additional
stock pursuant to Section 8.9 of the Agreement and Plan of Merger and (ii) an
agreement whereby Messrs. Roberts, Mitchell and Higgins agree to vote their
shares for amendment of the bylaws of the Company to provide for the election of
Peter L. Hauser as a director for a term ending in 2007. The Agreement and Plan
of Merger and the Voting Agreement are filed as exhibits to this report on Form
8-K.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 30, 2003, DTR acquired GelStat. GelStat is a development stage
company which develops and markets Over-The-Counter consumer healthcare
products. GelStat expects initially to introduce two new consumer healthcare
products at retail. One product will be for relief of migraine headaches and
migraine-like headaches. The second product is a sleep aid.
The acquisition was accomplished by merger of GelStat (a Minnesota
corporation) with our wholly-owned subsidiary, NP Acquisition (a Minnesota
corporation). In the merger, the former owners of GelStat received shares of our
common stock (See Item 1, above) and GelStat became our wholly-owned subsidiary.
No cash consideration was exchanged. The amount of the merger consideration was
negotiated at arms length based on the recent trading price of our common stock
and our assessment of the business prospects of GelStat.
2
In connection with the merger, all of our directors (except Peter L.
Hauser) and officers resigned. The new Board of Directors and officers are as
follows:
Directors: Peter L. Hauser, Stephen C. Roberts (Chairman), and
Russell W. Mitchell
Officers: Stephen C. Roberts - Chief Executive Officer, Chief
Financial Officer, and Secretary
Russell W. Mitchell - President
James W. Higgins - Executive Vice President
Peter L. Hauser was a director of DTR prior to the merger. All other
directors and officers are former owners and current officers and directors of
GelStat. The following information about the GelStat appointees has been
provided by them:
STEPHEN C. ROBERTS, M.D., CHIEF EXECUTIVE OFFICER, CHAIRMAN
-----------------------------------------------------------
Dr. Roberts is a founder of the Company and presently serves as CEO and
Chairman. Prior to forming the Company he was with Oak Ridge Financial Group,
Inc. (formerly Equity Securities, Inc.). Prior to that he was President of
Naturewell, Inc., which was engaged primarily in the research and development of
nutraceutical products intended for a variety of conditions, including migraine
headaches and allergies. Dr. Roberts previously founded AmTech Scientific, Inc.,
which was engaged in the development and commercialization of a number of rapid
diagnostic tests, including a unique test for the detection of active
tuberculosis. While at AmTech Scientific, Dr. Roberts oversaw product
development and FDA submissions. AmTech Scientific merged with La Jolla
Diagnostics and was later sold to Meridian Bioscience, Inc. (NasdaqNM: VIVO).
Prior to that, Dr. Roberts was a Partner and Principal at Maven, Inc., a
Minneapolis investment banking firm. Dr. Roberts received his medical degree
from the University Minnesota, Minneapolis, and received a B.A. from St. Olaf
College in Northfield, Minnesota, having majored in Chemistry and Biology.
RUSSELL W. MITCHELL, PRESIDENT, DIRECTOR
----------------------------------------
Mr. Mitchell presently serves as President and Director. Concurrent with
his role at the Company, he is President of Mitchell Health Technologies, Inc.
(MHT), which he founded in 1994. MHT now has products in 48,000 retail locations
nationwide, and specializes in the marketing and distribution of
non-prescription drugs and nutritional supplements. As President of MHT, he has
been a pioneer in establishing the marketing value of clinical trials to
demonstrate the effectiveness of OTC remedies.
JIM HIGGINS, EXECUTIVE VICE PRESIDENT
-------------------------------------
Mr. Higgins presently serves as Executive Vice President of the Company. He
is concurrently serving as Executive Vice President of MHT where he is
responsible for managing all channels of retail distribution. Mr. Higgins has
held his position with MHT since 2000. Prior to joining MHT, Mr. Higgins spent
15 years with the AC Nielsen Co., where he handled
3
accounts for some of the most prominent consumer product companies in America,
including Kraft Foods and Good Humor Breyers Ice Cream.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Historical financial statements of GelStat and pro forma combined financial
statements of DTR and GelStat will be filed by amendment to this Form 8-K. The
following exhibits are filed herewith.
Exhibit 9.0 Voting Agreement
Exhibit 10.51 Agreement and Plan of Merger among DTR, NP Acquisition Corp.,
GelStat Corp., and Stephen C. Roberts, James W. Higgins and
Russell W. Mitchell dated April 18, 2003. (1)
_________________
(1) All exhibits and schedules have been omitted. Such exhibits and schedules,
which are listed below, will be supplied supplementally to the Securities
and Exchange Commission upon its request.
SCHEDULES
- ---------
2.6 Outstanding Options of DTR
2.8 Litigation, Judgments, Orders, etc. against DTR
2.9 DTR Related Party Transactions
2.12 DTR Taxes
2.13 DTR Absence of Certain Changes
2.14 DTR Employees
2.15 DTR Bank Accounts
4
2.16 DTR Material Contracts
2.20 Real Property
2.21 DTR 1934 Act Compliance
3.6 Capitalization of GelStat
3.7 Shareholders of GelStat
3.9 Litigation Pending or Threatened Against GelStat
3.10 GelStat Related Party Transactions
3.12 GelStat Patents, Trademarks and Copyrights
3.13 GelStat Tax Deficiencies
3.14 GelStat Certain Material Changes
3.15 GelStat Employees
3.16 GelStat Material Contracts
3.18 GelStat Subsidiaries
5
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 hereunto duly authorized.
Dated: May 9, 2003 DEVELOPED TECHNOLOGY RESOURCE, INC.
By /s/ Stephen C. Roberts
-------------------------------
Stephen C. Roberts
Chief Executive Officer
6