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 APRIL 9, 2003
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SHEP TECHNOLOGIES INC.
(FORMERLY INSIDE HOLDINGS INC.)
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(Translation of registrant's name into English)
Suite 880, 609 Granville Street, Vancouver, B.C., Canada
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(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.
THE COMPANY ANNOUNCES CLOSING OF US$500,000 PRIVATE PLACEMENT
Copy of the News Release and BC FORM 53-901F as filed with the Yukon Territories
and BC Securities Commission is attached hereto and filed as Exhibit 1.1 and
Exhibit 1.2 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"
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Name: Malcolm P. Burke
Title: President and CEO
Date: April 9, 2003
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Exhibit 1.1
News Release
April 9, 2003
SHEP TECHNOLOGIES INC. ANNOUNCES
CLOSING OF US$500,000 PRIVATE PLACEMENT
April 9, 2003 - SHEP TECHNOLOGIES INC. (OTCBB: STLOF, BER: IH3) ("STI" or the
"Company"), a Canadian incorporated Company with operations headquartered in
the UK and subsidiaries in the US and the UK, is pleased to announce the recent
closing of a US$500,000 private placement with a European-based investment bank.
The placement is for 588,235 units ("Unit") at a price of US$0.85 per Unit
pursuant to Regulation S of the United States Securities Act of 1933. Each
Unit is comprised of one common share, no par value and one-half of one share
purchase warrant ("Warrant"). Each Warrant will entitle the subscriber to
purchase one common share of the Company for a period expiring 12 months from
closing, at an exercise price of US$1.25 per share. Such securities are subject
to various resale or transfer restrictions, including the provision that the
subscriber will not be able to resell, assign or otherwise dispose of the
securities other than in accordance with all applicable securities legislation
and the requirements of any exchange or over-the-counter market upon which any
securities of the Company are then listed. These funds will be utilized for
general working capital purposes.
About SHEP Technologies Inc.
SHEP Technologies Inc. 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"
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.
ON BEHALF OF THE BOARD OF DIRECTORS
/s/ 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. Unless otherwise
noted, all financial amounts refer to US dollars.
For further information, please contact:
Malcolm P. Burke
Tel: 604-689-1515
website: www.shepinc.com
or
Investor Relations
Steve Clare
Brian Cole
Tel: 604.893.7094
Toll free: 1.866.893.7039
Exhibit 1.2
BC FORM 53-901F
April 9, 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
April 8, 2003
ITEM 3 PRESS RELEASE
April 9, 2003 at Vancouver, BC
ITEM 4 SUMMARY OF MATERIAL CHANGE
SHEP Technologies Inc. has closed a US$500,000 private placement with a
European-based investment bank.
ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE
SHEP Technologies Inc. has closed a US$500,000 private placement with a
European-based investment bank. The placement is for 588,235 units ("Unit")
at a price of US$0.85 per Unit pursuant to Regulation S of the United States
Securities Act of 1933. Each Unit is comprised of one common share, no par
value and one-half of one share purchase warrant ("Warrant"). Each Warrant
will entitle the subscriber to purchase one common share of the Company for
a period expiring 12 months from closing, at an exercise price of US$1.25 per
share. Such securities are subject to various resale or transfer restrictions,
including the provision that the subscriber will not be able to resell, assign
or otherwise dispose of the securities other than in accordance with all
applicable securities legislation and the requirements of any exchange or
over-the-counter market upon which any securities of the Company are then
listed. These funds will be utilized for general working capital purposes.
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 9th day of April 2003.
"Malcolm P. Burke"
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Malcolm P. Burke
Director
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