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 MAY 28, 2003
-------------------
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.
THE COMPANY ANNOUNCES THE IMMEDIATE COMMENCEMENT OF ITS PROTOTYPE VEHICLE
DEVELOPMENT PROGRAM WITH PI TECHNOLOGY ("PI").
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: /s/ Malcolm P. Burke
-----------------------
Name: Malcolm P. Burke
Title: President and CEO
Date: May 28, 2003
<page>
Exhibit 1.1
News Release
May 28, 2003
SHEP TECHNOLOGIES INC. COMMENCES PROTOTYPE PROGRAM WITH PI TECHNOLOGY
May 28, 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 the immediate commencement of its prototype vehicle
development program with Pi Technology ("Pi"). Pi Technology, the sister company
of Pi Research and the commercial automotive division of Pi Group Limited, is a
UK-based global leader in the design and development of automotive electronics,
innovative control system technologies and control systems for the alternative
fuels market.
Pursuant to the Company's Agreement in Principle with Pi reached in February of
2003, the development project 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 early 2004. The vehicle will utilize the latest
electronic "by wire" technology in a Jaguar X Type passenger vehicle to produce
a demonstration vehicle capable of showcasing the SHEP System and its
capabilities.
STI has funded the initial phase of the development project. During this phase,
Pi expects to achieve a number of key development milestones including:
* the choice of the prototype vehicle's engine and electronic control system;
* the modeling and simulation of the SHEP System to define operational control
protocols;
* the refinement of the vehicle's proposed architecture;
* the 3D mechanical scheming of the SHEP System installation for the prototype
vehicle;
* completion of an initial safety analysis; and
* the finalizing of costed proposals for lightweight SHEP System mechanical
hardware and for the brake-by-wire portion of the project from a selected
leading brake supplier.
Under the terms of the contract, 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. During the preliminary development
phase, WSR expects to complete a number of key activities including the creation
of detailed mechanical data from the 3D modeling of the SHEP System as installed
in the prototype vehicle and the final proposal for mechanical construction of
refined SHEP System parts. Dick Bennetts, Managing Director of WSR said today,
"WSR is very pleased to have been chosen to add technical and engineering value
to this very significant automotive engineering project. We expect to work very
closely with Pi on our respective development initiatives during the prototype
program to ensure maximum effectiveness for the demonstration of the SHEP
System's capabilities."
The refinement of the SHEP System is expected to enhance the technology's
already proven efficiencies in fuel consumption, emission reductions and engine
maintenance. Ian Redhead, Managing Director of Pi Technology, noted, "Pi
Technology is very much looking forward to working with STI on this vehicle
development. We can see that the technology has great potential."
The Company will showcase its prototype in a generic passenger platform that,
with minor detail refinement, can be applied to a wide range of transportation
applications. These include vehicles such as taxis, buses and trains, and the
full spectrum of commercial and special-purpose vehicles such as delivery vans,
garbage and fire trucks.
"The prototype development project with Pi represents a huge step forward for
STI and its technology," said Malcolm Burke, President and CEO of STI. "Pi"s
unique qualifications and automotive industry relationships will not only
provide us with a proprietary Electronic Control System ("ECS"), but will also
permit the ECS to be electronically integrated with the latest "by wire"
technology, which we believe will be a key element in commanding significant
market share in the future. Further, Pi has revolutionary simulation software
that can be used model the benefits of the SHEP System to any potential user. We
anticipate this will prove invaluable to the Company in the early securing of
co-development, manufacturing and licensing opportunities."
About Pi Technology
Based in Cambridge, UK and formed in 1991, Pi Technology specializes in the
design and development of advanced electronics and software for the volume
automotive and related markets. Pi Technology is now a leading automotive
software and engine control system specialist, working with most of the world's
leading carmakers and suppliers, and employing more than 140 engineers in its UK
and US offices. Pi Technology 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.
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 clients in both motorsport and mainstream
automotive industries."The company is located near London in a facility housing
the Motorsport and"Research & Development Divisions, with state-of-the-art CAD
systems and engineering facilities all 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 product packaging, weight
reduction and low volume prototype build.
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" design, development and 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 a number of risks
and uncertainties including: the completion of a definitive agreement with Pi
for the development and build 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 functional success of the prototype.
For further information, please contact:
Malcolm P. Burke
Tel: 604-689-1515
info@shepinc.com
website: www.shepinc.com
Exhibit 1.2
BC FORM 53-901F
May 28, 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
May 27, 2003
ITEM 3 PRESS RELEASE
May 28, 2003 at Vancouver, BC
ITEM 4 SUMMARY OF MATERIAL CHANGE
SHEP Technologies Inc. Announces the Immediate Commencement of its Prototype
Vehicle Development Program with Pi Technology ("PI").
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 28th day of May 2003.
/s/ Malcolm P. Burke"
- ---------------------------
Malcolm P. Burke
Director
<FN>
Schedule A
SHEP TECHNOLOGIES INC. COMMENCES PROTOTYPE PROGRAM WITH PI TECHNOLOGY
May 28, 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 the immediate commencement of its prototype vehicle
development program with Pi Technology ("Pi"). Pi Technology, the sister company
of Pi Research and the commercial automotive division of Pi Group Limited, is a
UK-based global leader in the design and development of automotive electronics,
innovative control system technologies and control systems for the alternative
fuels market.
Pursuant to the Company's Agreement in Principle with Pi reached in February of
2003, the development project 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 early 2004. The vehicle will utilize the latest
electronic "by wire" technology in a Jaguar X Type passenger vehicle to produce
a demonstration vehicle capable of showcasing the SHEP System and its
capabilities.
STI has funded the initial phase of the development project. During this phase,
Pi expects to achieve a number of key development milestones including:
* the choice of the prototype vehicle's engine and electronic control system;
* the modeling and simulation of the SHEP System to define operational control
protocols;
* the refinement of the vehicle's proposed architecture;
* the 3D mechanical scheming of the SHEP System installation for the prototype
vehicle;
* completion of an initial safety analysis; and
* the finalizing of costed proposals for lightweight SHEP System mechanical
hardware and for the brake-by-wire portion of the project from a selected
leading brake supplier.
Under the terms of the contract, 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. During the preliminary development
phase, WSR expects to complete a number of key activities including the creation
of detailed mechanical data from the 3D modeling of the SHEP System as installed
in the prototype vehicle and the final proposal for mechanical construction of
refined SHEP System parts. Dick Bennetts, Managing Director of WSR said today,
"WSR is very pleased to have been chosen to add technical and engineering value
to this very significant automotive engineering project. We expect to work very
closely with Pi on our respective development initiatives during the prototype
program to ensure maximum effectiveness for the demonstration of the SHEP
System's capabilities."
The refinement of the SHEP System is expected to enhance the technology's
already proven efficiencies in fuel consumption, emission reductions and engine
maintenance. Ian Redhead, Managing Director of Pi Technology, noted, "Pi
Technology is very much looking forward to working with STI on this vehicle
development. We can see that the technology has great potential."
The Company will showcase its prototype in a generic passenger platform that,
with minor detail refinement, can be applied to a wide range of transportation
applications. These include vehicles such as taxis, buses and trains, and the
full spectrum of commercial and special-purpose vehicles such as delivery vans,
garbage and fire trucks.
"The prototype development project with Pi represents a huge step forward for
STI and its technology," said Malcolm Burke, President and CEO of STI. "Pi"s
unique qualifications and automotive industry relationships will not only
provide us with a proprietary Electronic Control System ("ECS"), but will also
permit the ECS to be electronically integrated with the latest "by wire"
technology, which we believe will be a key element in commanding significant
market share in the future. Further, Pi has revolutionary simulation software
that can be used model the benefits of the SHEP System to any potential user. We
anticipate this will prove invaluable to the Company in the early securing of
co-development, manufacturing and licensing opportunities."
About Pi Technology
Based in Cambridge, UK and formed in 1991, Pi Technology specializes in the
design and development of advanced electronics and software for the volume
automotive and related markets. Pi Technology is now a leading automotive
software and engine control system specialist, working with most of the world's
leading carmakers and suppliers, and employing more than 140 engineers in its UK
and US offices. Pi Technology 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.
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 clients in both motorsport and mainstream
automotive industries."The company is located near London in a facility housing
the Motorsport and"Research & Development Divisions, with state-of-the-art CAD
systems and engineering facilities all 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 product packaging, weight
reduction and low volume prototype build.
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" design, development and 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 a number of risks
and uncertainties including: the completion of a definitive agreement with Pi
for the development and build 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 functional success of the prototype.
For further information, please contact:
Malcolm P. Burke
Tel: 604-689-1515
info@shepinc.com
website: www.shepinc.com
<FN>