SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 reported): May 15, 2003
Baxter Capital Company, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
0-31361 65-0956104
(Commission File Number)(IRS Employer Identification No.)
38 Chelsea Square, London, United Kingdom SW3 6LH
(Address of Principal Executive Offices)(Zip Code)
(011)44 207 351 9880
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 15, 2003, we entered into a Share Sale Agreement with Ian Clive Wills
pursuant to which we purchased all of the outstanding shares of Cloverbay
Limited of Cumberland Street, for the issuance of 3,198,900 shares of our common
stock to Ian Clive Wills and the payment of one hundred and ten thousand pounds
sterling ((pound)110,000) to Mr. Wills.
Cloverbay Limited of Cumberland Street is a Bahamas corporation which is a
holding company for shares of Synigence plc which is a company trading on AIM in
the United Kingdom under the symbol SYE on such exchange. By the acquisition of
Cloverbay, we purchased the seven million five hundred thousand (7,500,000)
shares of Synigence owned by Cloverbay as well as the (pound)1,500,000
convertible unsecured loan notes constituted by Synigence to Cloverbay on
November 19, 2002. Such notes provide for interest at the rate of two (2%)
percent per annum payable yearly on December 31st of each year with the first
payment due on December 31, 2003. The loan notes (unless converted by the
Company or previously redeemed or repaid) will be repaid as to (pound)500,000 on
Januayr 1, 2004 and as to the balance of (pound)1,000,000 on January 1, 2005 in
each case pro rata to the Holders thereof according to the amounts held together
with any unpaid interest accrued to the date of repayment.
The Company has the right, in its sole discretion, to convert on either or both
of the dates of repayment of the loan notes such amounts of the loan notes held
by a Holder into common shares of 2.5 pence each of the Company, such number of
common shares being calculated by dividing the amount of the loan notes
converted by the market value of the common shares.
Synigence is a media company which provides the following services to companies
in the pharmaceutical industry:
1. The company provides news wire services for pharmaceutical
companies;
2. The company provides marketing for Business to Business and
Business to Consumer for leading pharmaceutical companies;
3. The company serves as a health care manager and health care
solutions provider for primary and secondary health care
companies;
4. The company serves a consultancy for online discussion forums and
roundtable session for health care specialist;
5. The company provide intellectual property solutions to companies
in the healthcare industry such as web hosting, application
development and creation of websites. Specifically the Company
works in such capacity with government health authorities;
6. The company also serves to educate both pharmaceutical and
biotechnology companies in the marketing of their business as
well as to focus on continuing professional development. The
Company also educates these companies on bridging the gap between
what is allowed under the law and what the companies are doing;
7. The company also hosts and runs websites for pharmaceutical
companies and has a benchmark in the media with a five year
contract for the Discovery Channel.
Item 7 . Financial Statements, Pro Forma Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Shares Sale Agreement between Ian Clive Wills and us dated May 15, 2003.
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.
BAXTER CAPITAL COMPANY, INC.
By: /s/ Johan Robb
------------------------------
Johan Robb
President
June 24, 2003