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 (Date of earliest event reported): November 5, 2003
Too Gourmet, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or other jurisdiction of incorporation)
000-33333 33-0967353
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(Commission File Number) (I.R.S. Employer Identification No.)
2020 Main Street, Suite 600, Irvine, California 92614
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(Address of Principal Executive Offices) (Zip Code)
949-223-7103
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(Registrant's Telephone Number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
TOO GOURMET 3\8-K.1 - 1 -
Item 1. Changes in Control of Registrant.
Pursuant to an Asset Purchase and Sale Agreement (the
"Acquisition Agreement"), with an effective date of
September 22, 2003, by and among Prof. Dr. Dr. Hans-Jurgen
Reimann ("Prof. Reimann") and Dr. Antje Reimann ("Dr.
Reimann") and Too Gourmet, Inc., a Nevada corporation (the
"Registrant"), and Global Life Sciences, Inc., a Nevada
corporation formed as its wholly-owned subsidiary, the
Registrant acquired (the "Transaction") the medical business
assets and related intellectual property of a medical
laboratory and service provider, doing business as the
Internationale Fachklinik ("lab") located in Schwerin,
Germany (the "Acquired Assets and Business") from Prof.
Reimann and Dr. Reimann. The closing of the Transaction was
November 5, 2003, subject to the conclusion of the 10-day
period (the "10-day Period") that will follow the date on
which the Registrant files its Schedule 14f-1 with the
Securities and Exchange Commission (the "Commission") and
transmits such Schedule to its stockholders of record. In
exchange for the Acquired Assets and Business, the
Registrant issued to Prof. Reimann and Dr. Reimann, and
their respective designees, (i) twenty-six million five
hundred thousand (26,500,000) shares (the "Acquisition
Shares") of the Registrant's common stock, $0.001 par value
per share, and (ii) options to purchase up to an additional
three million five hundred thousand (3,500,000) shares of
common stock at an exercise price of $0.10 per share,
exercisable on or before September 21, 2006 (the
"Acquisition Options").
As a result of the Transaction, but assuming that the
Acquisition Options are not exercised, Prof. Reimann will
own approximately 51.3%, and Dr. Reimann will own
approximately 3.1%, of the issued and outstanding shares of
common stock of the Registrant, the sole class of its voting
stock.
As part of the Transaction, following the conclusion of
the 10-day Period, the following changes to the Registrant's
directors and officers will occur:
* Mr. Robert Byers, the Registrant's President, Chief
Financial Officer, Secretary, and a member of its Board of
Directors, will resign such positions.
* Mr. Randolf W. Katz, a member of the Registrant's Board
of Directors, will resign such position.
* Mr. Harrysen Mittler, the Registrant's Chief Executive
Officer, will resign such position and will be appointed as
Chief Financial Officer; further, Mr. Mittler will continue
to serve as a member of the Registrant's Board of Directors,
but will no longer serve as its Chairman.
* Prof. Reimann will be appointed as the Registrant's
Chairman of the Board, President, and Chief Executive
Officer.
* Dr. Reimann will be appointed to the Registrant's Board
of Directors.
* Ms. Claudia Knotzsch will be appointed as the
Registrant's Secretary and Vice President/General Counsel.
* Mr. Thomas Kuspert will be appointed as the
Registrant's Vice President/Business Development and
Controller.
TOO GOURMET 3\8-K.1 - 2 -
The following table sets forth certain information
known to the Registrant regarding the beneficial ownership
of the Registrant's common stock, as of November 5, 2003
(immediately preceding the closing of the Transaction), by
(a) each beneficial owner of more than five percent of the
Registrant's common stock, (b) each of the Registrant's
directors, and (c) all of the Registrant's directors and
executive officers as a group. Except as otherwise
indicated, each person has sole voting and investment power
with respect to all shares shown as beneficially owned,
subject to community property laws where applicable.
Amount and Nature of
Name Beneficial Ownership (1) Percentage of Class
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Harrysen Mittler 100,000 1.7%
Robert Byers 80,000 1.3%
Randolf W. Katz -0- *
Glynn Fisher 550,172 9.2%
All directors and
executive officers as 180,000 3.0%
a group (3 persons)
* Represents less than one percent.
1.The Registrant believes that all persons have full
voting and investment power to respect to the shares.
Under the rules of the Commission, a person (or group
of persons) is deemed to be a "beneficial owner" of a
security if he or she, directly or indirectly, has or
shares a power to vote or to direct the voting of such
security. Accordingly, more than one person may be
deemed to be a beneficial owner of the same security.
A person is also deemed to be a beneficial owner of any
security, which the person has the right to acquire
within 60 days, such as warrants or options to purchase
shares of the Registrant's common stock.
The following table sets forth certain information
known to the Registrant regarding the beneficial ownership
of the Registrant's common stock, as of November 5, 2003
(immediately following the closing of the Transaction,
subject to the conclusion of the 10-day Period, and taking
into effect the issuance of the Acquisition Shares,), by (a)
each beneficial owner of more than five percent of the
Registrant's common stock, (b) each of the Registrant's
directors, and (c) all of the Registrant's directors and
executive officers as a group. Except as otherwise
indicated, each person has sole voting and investment power
with respect to all shares shown as beneficially owned,
subject to community property laws where applicable.
TOO GOURMET 3\8-K.1 - 3 -
Amount and Nature of
Name Beneficial Ownership (1) Percentage of Class
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Prof. Reimann 16,680,000 51.3%
Dr. Reimann 1,000,000 3.1%
Harrysen Mittler 100,000 *
All directors and
executive officers as 19,580,000 60.4%
a group (5 persons)
* Represents less than one percent.
1.The Registrant believes that all persons have full
voting and investment power to respect to the shares.
Under the rules of the Commission, a person (or group
of persons) is deemed to be a "beneficial owner" of a
security if he or she, directly or indirectly, has or
shares a power to vote or to direct the voting of such
security. Accordingly, more than one person may be
deemed to be a beneficial owner of the same security.
A person is also deemed to be a beneficial owner of any
security, which the person has the right to acquire
within 60 days, such as warrants or options to purchase
shares of the Registrant's common stock.
2.Assumes that the Acquisition Options are not exercised.
If the Acquisition Options exercised, the percentages
set forth above would be 46.3%, 2.8%, and 54.4%,
respectively.
Item 2. Acquisition or Disposition of Assets.
The Transaction. Pursuant to the Acquisition
Agreement, the Registrant acquired the Acquired Assets and
Business from Prof. Reimann and Dr. Reimann. In
consideration of the Acquired Assets and Business, the
Registrant issued to Prof. Reimann and Dr. Reimann, and
their respective designees, the Acquisition Shares and the
Acquisition Options. As a result of the Transaction, and
assuming that the Acquisition Options are not exercised,
Prof. Reimann will own approximately 51.3%, and Dr. Reimann
will own approximately 3.1%, of the issued and outstanding
shares of common stock of the Registrant, the sole class of
its voting stock.
The Acquired Business. Under the direction of Prof.
Reimann, Professor at University of Rostock and at Humboldt
University in Berlin, Germany, Ph.D. in Biochemistry and
Ph.D. in Medicine, the lab specializes in the research,
analysis, and in vitro diagnosis of live biopsy tissue
samples for allergic, immunological, and environmentally
related disorders. In order to improve the quality of test
results, Prof. Reimann developed and patented a unique
device, known as a "Tabox", which enables the precise
analysis of the effects of allergens and toxins on the human
body in an in vitro environment. Currently, the lab
operates a total of twenty-eight inter-clinic Tabox systems
as proprietary devices, which are available to
practitioners, clinics, and other medical clients on a lease-
only basis. The lab charges its lessees a user fee for each
tissue sample processed at the lab.
TOO GOURMET 3\8-K.1 - 4 -
Item 7. Financial Statements and Exhibits
a. Financial Statements
1. Financial Statements of Business Acquired
The required financial statements are not currently
available. Pursuant to paragraph (a) (4) of Item 7, the
required statements will be filed as soon as practicable,
but no later than 60 days after the date this Form 8-K is
required to be filed.
2. Pro forma Financial Information
The required pro forma financial information is not
currently available. Pursuant to paragraph (b) (2) of Item
7, the required pro forma financial information will be
filed as soon as practicable, but not later than 60 days
after the date this Form 8-K is required to be filed.
b. Exhibits.
10.1 Asset Purchase and Sale Agreement, by and among Prof.
Dr. Dr. Hans-Jurgen Reimann and Dr. Antje Reimann and
Too Gourmet, Inc., a Nevada corporation, and Global
Life Sciences, Inc., a Nevada corporation formed as its
wholly-owned subsidiary.
99 Press Release by Too Gourmet, Inc., dated November 5,
2003, concerning the acquisition of the medical
business assets and related intellectual property of a
medical laboratory and service provider, doing business
as the Internationale Fachklinik located in Schwerin,
Germany from Prof. Reimann and Dr. Reimann.
TOO GOURMET 3\8-K.1 - 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, thereunto duly
authorized.
TOO GOURMET, INC.
November 5, 2003 By: /s/ Harrysen Mittler
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Harrysen Mittler
President and Chief Executive Officer
TOO GOURMET 3\8-K.1 - 6 -
Exhibit Index.
10.1 Asset Purchase and Sale Agreement, by and among Prof.
Dr. Dr. Hans-Jurgen Reimann and Dr. Antje Reimann and
Too Gourmet, Inc., a Nevada corporation, and Global
Life Sciences, Inc., a Nevada corporation formed as its
wholly-owned subsidiary.
99 Press Release by Too Gourmet, Inc., dated November 5,
2003, concerning the acquisition of the medical
business assets and related intellectual property of a
medical laboratory and service provider, doing business
as the Internationale Fachklinik located in Schwerin,
Germany from Prof. Reimann and Dr. Reimann.
TOO GOURMET 3\8-K.1 - 7 -