UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
CURRENT REPORT
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-
16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR February 6, 2002
-------------------
SHEP TECHNOLOGIES INC.
(FORMERLY INSIDE HOLDINGS INC.)
------------------------------------------
(Translation of registrant's name into English)
Suite 880, 609 Granville Street, Vancouver, B.C., Canada
---------------------------------------------------------
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F X Form 40-F
----- -----
[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]
Yes No X
--- ---
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
THE COMPANY, A FOREIGN PRIVATE ISSUER DOMICILED IN CANADA, IS REQUIRED, UNDER
THE YUKON BUSINESS CORPORATIONS ACT AND THE BRITISH COLUMBIA SECURITIES ACT AND
RULES TO FILE WITH THE BRITISH COLUMBIA SECURITIES COMMISSION AND THE YUKON
TERRITORIES, FOR PUBLIC VIEWING, QUARTERLY AND ANNUAL FINANCIAL STATEMENTS,
AND OTHER INFORMATION, WHICH THE REGISTRANT DEEMS OF MATERIAL IMPORTANCE TO
STOCKHOLDERS.
1. SHEP Technologies Inc. (the "Company") has reached Agreement in
Principle (the "Agreement") with Pi Technology ("Pi"), a UK-based global leader
In the design and development of automotive electronics and engine control
software, including innovative control system technologies for the alternative
fuels market.
Copy of the News Release and Material Change Report filed with the Yukon
Territories and BC Securities Commission is attached hereto and filed as Exhibit
1 and Exhibit 2 to this filing on Form 6-K.
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 under-
signed, thereunto duly authorized.
SHEP TECHNOLOIGES INC.
By: "Malcolm P. Burke"
- -----------------------
Name: Malcolm P. Burke
Title: President and CEO
Date: February 6, 2003
<page>
Exhibit 1
News Release
February 6, 2003
SHEP TECHNOLOGIES INC.
Reaches Agreement in Principle with Pi Technology
February 6, 2003 - SHEP TECHNOLOGIES INC. (OTCBB: STLOF, BER: IH3) ("STI" or the
"Company"), a Canadian incorporated company with operations headquartered in the
UK, is pleased to announce it has reached Agreement in Principle (the
"Agreement") with Pi Technology ("Pi"), a UK-based global leader in the design
and development of automotive electronics and engine control software, including
innovative control system technologies for the alternative fuels market.
The Agreement with Pi calls for the refinement of STI's Stored Hydraulic Energy
Propulsion system ("the SHEP System") and the development and delivery of a
working prototype vehicle by late 2003. This vehicle will utilize the latest
electronic "by wire" technology in a Jaguar X Type passenger vehicle to produce
a demonstration vehicle to showcase the SHEP System.
Under the terms of the Agreement, Pi will utilize the services of West Surrey
Racing ("WSR"), a leading British rapid prototyping and engineering company, in
the development of the prototype vehicle. Pi will also utilize the services of a
leading brake supplier to provide the "by wire" components for the project. This
provider will be selected by Pi and the Company in early 2003. These
relationships will demonstrate the strength of STI technology as well as provide
the Company with strategic industry relationships and potential
commercialization partners.
"It has been generally accepted that the SHEP system is an ideal application for
the commercial vehicle market," said Mr. Burke, President and CEO of STI. "This
prototype project with Pi will provide STI with a proprietary Electronic Control
System ("ECS") incorporating "by wire" technology that will be electronically
integrated with a state-of-the-art engine management system. The result will be
an enhancement of the SHEP System's proven efficiencies in fuel consumption and
emission reductions, and a demonstration of the SHEP System's utility in
passenger as well as commercial vehicles."
STI intends to showcase its prototype to demonstrate the benefits of the SHEP
System by producing a generic passenger platform vehicle that, with minor detail
refinement, can be applied to a wide range of transportation applications. These
include passenger vehicles such as taxis, buses and trains, and a wide range of
commercial and special-purpose vehicles such as delivery vans, garbage and fire
trucks.
The addition of a state-of-the-art ECS to existing SHEP System components will
provide a SHEP platform ideal for demonstration to the full range of vehicle
manufacturers and special purpose chassis builders. This refined SHEP
technology, together with access to Pi's revolutionary simulation software, will
be able to credibly model the benefits of the SHEP System to potential users and
is expected to provide the Company with significant co-development,
manufacturing and licensing opportunities.
"Pi is extremely pleased to be in partnership with STI," said Ian Redhead, Chief
Executive and Director of Pi Technology. "We believe that the SHEP System offers
significant potential for the vehicle efficiencies increasingly being demanded
by automotive manufacturers, their suppliers and emissions legislation
worldwide, and that our mutual cooperation on the development of this prototype
will significantly advance the playing field for advanced automotive
technologies."
About Pi Technology
Based in Cambridge, UK and formed in 1991 as a trading division of the Pi Group,
Pi Technology specializes in the design and development of advanced electronics
and software for the volume automotive and related markets. Pi is now a leading
Tier 1 automotive software and engine control system specialist, employing more
than 130 engineers in its UK and US offices. Pi and its sister company Pi
Research, a world leader in electronic systems for motorsport, comprise the Pi
Group, which is owned by Ford Motor Company (NYSE: F). Some 40% of Pi's business
is for Ford Motor Company, with the remaining 60% of the company's business
devoted to other major original equipment manufacturers ("OEMs") and projects.
About West Surrey Racing Limited
West Surrey Racing Limited is a leading British rapid prototyping and
engineering consultancy based in the UK. The engineering and design services of
WSR accommodate the requirements of new clients in both the motorsport and
mainstream automotive industries. The company is located in a facility housing
the Motorsport Division, Research & Development Division, with state-of-the-art
CAD systems and engineering equipment under one roof. The services of WSR have
been established to provide solutions from concept through to production, with
total vehicle capability and specialist skills in key areas.
About SHEP Technologies Inc.
SHEP Technologies Inc. recently acquired SHEP Limited, a corporation based in
the Isle of Man with operations in Taunton, England and in the United States.
SHEP Limited has designed and developed proprietary energy technology for
application in the global automotive sector.
The SHEP System, using electronics and proprietary hydraulic pump motors,
captures otherwise lost kinetic energy generated during vehicle braking, and
utilizes this recovered energy for vehicle acceleration during the inefficient
low-speed acceleration phase. Under a controlled test environment at one of the
world's largest automotive manufactures, significant fuel savings, together with
reduced engine and brake wear and tear, were realized.
The SHEP System is intended to be equally applicable to delivery, service and
passenger vehicles of all sizes and variety. Optimal use of SHEP technology is
anticipated in high density urban traffic environment where acceleration and
braking cycles are frequent - accordingly buses, trucks, taxis and subway
systems could be ideal applications.
The Company anticipates licensing its "Stored Hydraulic Energy Propulsion" (the
"SHEP System") to automotive manufacturers and their Tier 1 suppliers. Hydraulic
propulsion is being embraced by OEMs in the automotive industry. In particular,
SHEP components are incorporated as an integral part of one of North America's
major auto producer's hydraulic power assist-equipped development vehicles,
which passed formal 'Proof of Concept' in December 2000 and is now positioned
for the 'Implementation Ready' testing phase.
ON BEHALF OF THE BOARD OF DIRECTORS
"Malcolm P. Burke"
Malcolm P. Burke, President and Chief Executive Officer
Statements about the Company's future expectations, including future revenues
And earnings, and all other statements in this press release other than
historical facts, are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of
1934, and as that term is defined in the Private Securities Litigation Reform
Act of 1995. The Company intends that such forward-looking statements be
subject to the safe harbors created thereby. Since these statements involve
risks and uncertainties and are subject to change at any time, the Company's
actual results could differ materially from expected results.
Specifically, STI's Agreement with Pi Technology is subject to the following
risks and uncertainties:
- - The completion of a definitive agreement with Pi for the development of the
STI prototype vehicle;
- - The timing related to the completion of the prototype;
- - The ultimate cost of the initiative;
- - The ability to source funds required for the funding of the project;
- - The ability to secure the services of a suitable braking specialist on terms
assumed; and
- - The ultimate success of the prototype.
For further information, please contact:
Malcolm P. Burke
Tel: 604-689-1515
website: www.shepinc.com
Exhibit 2
Material Change Report
February 6, 2003
BC FORM 53-901F (Previously Form 27)
Securities Act
Material Change Report Under Section 85(1) of the Act
ITEM 1 REPORTING ISSUER
SHEP Technologies Inc.
(Formerly Inside Holdings Inc.)
Suite 880, 609 Granville Street
Vancouver, BC V7Y 1G5
ITEM 2 DATE OF MATERIAL CHANGE
February 5, 2003
ITEM 3 PRESS RELEASE
Issued February 6, 2003 at Vancouver, BC
ITEM 4 SUMMARY OF MATERIAL CHANGE
SHEP Technologies Inc. (the "Company") has reached Agreement in Principle
(the "Agreement") with Pi Technology ("Pi"), a UK-based global leader In the
design and development of automotive electronics and engine control software,
including innovative control system technologies for the alternative fuels
market.
ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE
Please see attached Schedule "A"
ITEM 6 RELIANCE ON SECTION 85(2) OF THE ACT
This report is not being filed on a confidential basis.
ITEM 7 OMITTED INFORMATION
There are no significant facts required to be disclosed herein which have been
omitted.
ITEM 8 DIRECTOR/SENIOR OFFICER
Contact: Malcolm P. Burke
Telephone: 604.689.1515
ITEM 9 STATEMENT OF SENIOR OFFICER/DIRECTOR
The foregoing accurately discloses the material change referred to herein.
DATED at Vancouver, BC this 6th day of February 2003.
"Malcolm P. Burke"
- ---------------------------
Malcolm P. Burke
Director
SCHEDULE A
SHEP TECHNOLOGIES INC.
Reaches Agreement in Principle with Pi Technology
February 6, 2003 - SHEP TECHNOLOGIES INC. (OTCBB: STLOF, BER: IH3) ("STI" or the
"Company"), a Canadian incorporated company with operations headquartered in the
UK, is pleased to announce it has reached Agreement in Principle (the
"Agreement") with Pi Technology ("Pi"), a UK-based global leader in the design
and development of automotive electronics and engine control software, including
innovative control system technologies for the alternative fuels market.
The Agreement with Pi calls for the refinement of STI's Stored Hydraulic Energy
Propulsion system ("the SHEP System") and the development and delivery of a
working prototype vehicle by late 2003. This vehicle will utilize the latest
electronic "by wire" technology in a Jaguar X Type passenger vehicle to produce
a demonstration vehicle to showcase the SHEP System.
Under the terms of the Agreement, Pi will utilize the services of West Surrey
Racing ("WSR"), a leading British rapid prototyping and engineering company, in
the development of the prototype vehicle. Pi will also utilize the services of a
leading brake supplier to provide the "by wire" components for the project. This
provider will be selected by Pi and the Company in early 2003. These
relationships will demonstrate the strength of STI technology as well as provide
the Company with strategic industry relationships and potential
commercialization partners.
"It has been generally accepted that the SHEP system is an ideal application for
the commercial vehicle market," said Mr. Burke, President and CEO of STI. "This
prototype project with Pi will provide STI with a proprietary Electronic Control
System ("ECS") incorporating "by wire" technology that will be electronically
integrated with a state-of-the-art engine management system. The result will be
an enhancement of the SHEP System's proven efficiencies in fuel consumption and
emission reductions, and a demonstration of the SHEP System's utility in
passenger as well as commercial vehicles."
STI intends to showcase its prototype to demonstrate the benefits of the SHEP
System by producing a generic passenger platform vehicle that, with minor detail
refinement, can be applied to a wide range of transportation applications. These
include passenger vehicles such as taxis, buses and trains, and a wide range of
commercial and special-purpose vehicles such as delivery vans, garbage and fire
trucks.
The addition of a state-of-the-art ECS to existing SHEP System components will
provide a SHEP platform ideal for demonstration to the full range of vehicle
manufacturers and special purpose chassis builders. This refined SHEP
technology, together with access to Pi's revolutionary simulation software, will
be able to credibly model the benefits of the SHEP System to potential users and
is expected to provide the Company with significant co-development,
manufacturing and licensing opportunities.
"Pi is extremely pleased to be in partnership with STI," said Ian Redhead, Chief
Executive and Director of Pi Technology. "We believe that the SHEP System offers
significant potential for the vehicle efficiencies increasingly being demanded
by automotive manufacturers, their suppliers and emissions legislation
worldwide, and that our mutual cooperation on the development of this prototype
will significantly advance the playing field for advanced automotive
technologies."
About Pi Technology
Based in Cambridge, UK and formed in 1991 as a trading division of the Pi Group,
Pi Technology specializes in the design and development of advanced electronics
and software for the volume automotive and related markets. Pi is now a leading
Tier 1 automotive software and engine control system specialist, employing more
than 130 engineers in its UK and US offices. Pi and its sister company Pi
Research, a world leader in electronic systems for motorsport, comprise the Pi
Group, which is owned by Ford Motor Company (NYSE: F). Some 40% of Pi's business
is for Ford Motor Company, with the remaining 60% of the company's business
devoted to other major original equipment manufacturers ("OEMs") and projects.
About West Surrey Racing Limited
West Surrey Racing Limited is a leading British rapid prototyping and
engineering consultancy based in the UK. The engineering and design services of
WSR accommodate the requirements of new clients in both the motorsport and
mainstream automotive industries. The company is located in a facility housing
the Motorsport Division, Research & Development Division, with state-of-the-art
CAD systems and engineering equipment under one roof. The services of WSR have
been established to provide solutions from concept through to production, with
total vehicle capability and specialist skills in key areas.
About SHEP Technologies Inc.
SHEP Technologies Inc. recently acquired SHEP Limited, a corporation based in
the Isle of Man with operations in Taunton, England and in the United States.
SHEP Limited has designed and developed proprietary energy technology for
application in the global automotive sector.
The SHEP System, using electronics and proprietary hydraulic pump motors,
captures otherwise lost kinetic energy generated during vehicle braking, and
utilizes this recovered energy for vehicle acceleration during the inefficient
low-speed acceleration phase. Under a controlled test environment at one of the
world's largest automotive manufactures, significant fuel savings, together with
reduced engine and brake wear and tear, were realized.
The SHEP System is intended to be equally applicable to delivery, service and
passenger vehicles of all sizes and variety. Optimal use of SHEP technology is
anticipated in high density urban traffic environment where acceleration and
braking cycles are frequent - accordingly buses, trucks, taxis and subway
systems could be ideal applications.
The Company anticipates licensing its "Stored Hydraulic Energy Propulsion" (the
"SHEP System") to automotive manufacturers and their Tier 1 suppliers. Hydraulic
propulsion is being embraced by OEMs in the automotive industry. In particular,
SHEP components are incorporated as an integral part of one of North America's
major auto producer's hydraulic power assist-equipped development vehicles,
which passed formal 'Proof of Concept' in December 2000 and is now positioned
for the 'Implementation Ready' testing phase.
ON BEHALF OF THE BOARD OF DIRECTORS
"Malcolm P. Burke"
Malcolm P. Burke, President and Chief Executive Officer
Statements about the Company's future expectations, including future revenues
And earnings, and all other statements in this press release other than
historical facts, are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of
1934, and as that term is defined in the Private Securities Litigation Reform
Act of 1995. The Company intends that such forward-looking statements be
subject to the safe harbors created thereby. Since these statements involve
risks and uncertainties and are subject to change at any time, the Company's
actual results could differ materially from expected results.
Specifically, STI's Agreement with Pi Technology is subject to the following
risks and uncertainties:
- - The completion of a definitive agreement with Pi for the development of the
STI prototype vehicle;
- - The timing related to the completion of the prototype;
- - The ultimate cost of the initiative;
- - The ability to source funds required for the funding of the project;
- - The ability to secure the services of a suitable braking specialist on terms
assumed; and
- - The ultimate success of the prototype.
For further information, please contact:
Malcolm P. Burke
Tel: 604-689-1515
website: www.shepinc.com
<FN>