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): FEBRUARY 7, 2003
MEDICOR LTD.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or other Jurisdiction of Incorporation)
333-64420 14-1871462
(Commission File No.) (IRS Employer identification No.)
4560 S. Decatur Blvd., Ste. 300
Las Vegas, Nevada 89103
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (702) 731-2519
Scientio, Inc.
P.O. Box 94007
Belle Harbor, NY 11694-0007
(Former name and address)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
Scientio, Inc., a Delaware corporation ("Scientio") entered into an
agreement of merger, dated as of February 7, 2003, with International Integrated
Incorporated, a British Virgin Islands company ("III"), and SC Merger, Ltd., a
British Virgin Islands company and a wholly owned subsidiary of Scientio. Other
parties to the merger agreement were (1) certain members of III who collectively
held a majority of the issued and outstanding capital stock of III, and (2)
certain stockholders of Scientio who collectively held a majority of the issued
and outstanding capital stock of Scientio. The transactions contemplated by the
merger agreement were approved by the unanimous written consent of the board of
Scientio and the written consent of the holders of the majority of the issued
and outstanding capital stock of Scientio. In connection with the merger, on
February 24, 2003, Scientio filed a certificate of amendment with the Secretary
of State of the State of Delaware to amend its certificate of incorporation to
change its name from Scientio, Inc. to MediCor Ltd.
In the merger SC Merger, Ltd. merged with and into III. As a result of the
merger, the separate corporate existence of SC Merger, Ltd. ceased, and III
continued as the surviving corporation and a wholly owned subsidiary of
Scientio. Upon consummation of the merger, excluding those shares as to which
dissenters' rights or appraisal rights are perfected pursuant to the
International Business Companies Act of the British Virgin Islands (Cap. 291),
all of the ordinary shares of III, par value $0.01 per share, issued and
outstanding immediately prior to February 7, 2003, the "effective time" of the
merger, and all of the 8% Convertible Class A Preference Shares of III, par
value $0.01 per share, issued and outstanding immediately prior to the effective
time of the merger, were converted into the right to receive shares of common
stock of Scientio.
Each III ordinary share and each III preference share issued and
outstanding immediately prior to the effective time of the merger was converted
into the right to receive 1.24268 shares of Scientio common stock. In lieu of
the issuance of any fractional shares of Scientio common stock to III members
who surrender their III shares in the merger, Scientio will issue a whole share
of Scientio common stock. The exchange ratio was determined through negotiations
between the management of III and Scientio. As a result of the merger, the
members of III prior to the merger will own approximately 96% of the outstanding
common stock (and outstanding voting securities) of Scientio immediately
following the merger.
In connection with the merger, Scientio assumed III's 1999 stock
compensation program. The program will continue in effect, as assumed, in
accordance with its terms following the merger. Each option to purchase III
ordinary shares granted under the program that was outstanding immediately prior
to the effective time was assumed by Scientio and now represents the right to
purchase a number of shares of Scientio common stock equal to the exchange ratio
in the merger described above multiplied by the number of shares of III ordinary
shares subject to the option immediately prior to the effective time of the
merger. In addition, Scientio assumed any issued and outstanding employment
agreement stock options and consulting warrants outstanding immediately prior to
the effective time of the merger. Each employment agreement stock option and
consulting warrant now represents the right to purchase a number of shares of
Scientio common stock equal to the exchange ratio in the merger described above
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multiplied by the number of shares of III ordinary shares subject to the option
or warrant immediately prior to the effective time of the merger.
Pursuant to the merger agreement, Arthur J. Seidenfeld, Andrew Edmonds and
Gerald Kaufman resigned as directors of Scientio. Donald K. McGhan, as the sole
remaining director, appointed Edward V. Lower, Ph.D., Jim J. McGhan and Mark E.
Brown as directors of Scientio.
Donald K. McGhan, Edward V. Lower, Ph.D., and Jim J. McGhan are current
directors of III. They also were members of III and became stockholders of
Scientio pursuant to the merger.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
In the merger Scientio acquired all of the outstanding capital stock of
III in consideration of the issuance of approximately 15,079,333 shares of
Scientio common stock. In addition, in connection with and upon consummation of
the merger, members of III who collectively held a majority of the issued and
outstanding capital stock of III satisfied the outstanding liabilities of
Scientio in an amount equal to $45,325.25. Refer to Item 1 above for a complete
description of the merger. Financial information relating to III will be filed
as part of Item 7 of this Form 8-K pursuant to an amendment to this Form 8-K.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Pursuant to the terms of the merger agreement, Scientio's independent
accountants, Greenberg & Company LLC, CPAs, delivered a letter of resignation,
dated February 7, 2003 which is attached hereto as Exhibit 16.1 to this Form
8-K. In its letter, Greenberg & Company LLC, CPAs stated that their resignation
was not the result of any changes in or disagreement with the management of
Scientio on any issue of accounting practices or procedure. Effective
concurrently with the resignation, the board of directors of Scientio
re-appointed Greenberg & Company LLC, CPAs as Scientio's independent
accountants, and the resignation was withdrawn effective as of the resignation's
original effective time.
ITEM 5. OTHER EVENTS
On February 24, 2003, Scientio filed a certificate of amendment with the
Secretary of State of the State of Delaware: (1) changing the name of Scientio
to MediCor Ltd.; (2) increasing the authorized capital of MediCor Ltd. to
100,000,000 shares of common stock, par value $0.001 per share, and 20,000,000
shares blank check preferred stock, par value $0.001 per share; (3) providing
for a minimum and maximum number of directors and a staggered board; (4)
providing that any director elected for a term longer than one year cannot be
removed from office notwithstanding any change in control of the corporation;
and (5) requiring that, subject to the rights of holders of preferred stock, any
special meeting of the stockholders of the corporation be called only by the
Chairman of the Board, by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of directors the corporation would
have if there were no vacancies or by a resolution adopted by the stockholders
of the corporation holding a majority of the voting power of the shares of the
then outstanding voting stock of the corporation voting together as a single
class.
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Scientio's symbol on the OTC Bulletin Board will be changed in
connection with its name change.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statement of Business Acquired. The financial
statements required to be filed in connection with the merger
will be filed as soon as practicable, but in no event later
than April 22, 2003.
(b) Pro-Forma Financial Information. Pro-forma financial
information required to be filed in connection with the merger
will be filed as soon as practicable, but in no event later
than April 22, 2003.
(c) Exhibits.
Exhibit Number Description
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Exhibit 2.1 Agreement of Merger, dated as of February
7, 2003, by and among Scientio, Inc.,
International Integrated Incorporated, SC
Merger Ltd., certain members of
International Integrated Incorporated and
certain stockholders of Scientio, Inc.
Exhibit 16.1 Letter from Greenberg & Company LLC, CPAs
to Arthur Seidenfeld, President and Chief
Financial Officer of Scientio, Inc.
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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: February 24, 2003
MEDICOR LTD.,
a Delaware corporation
By: /s/ Jim J. McGhan
_________________________
Jim J. McGhan
Chief Operating Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER -----------
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Exhibit 2.1 Agreement of Merger, dated as of February 7, 2003, by and
among Scientio, Inc., International Integrated Incorporated,
SC Merger Ltd., certain members of International Integrated
Incorporated and certain stockholders of Scientio, Inc.
Exhibit 16.1 Letter from Greenberg & Company LLC, CPAs to Arthur
Seidenfeld, President and Chief Financial Officer of Scientio,
Inc.
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