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Sometimes my posts are so notable that ihub repeats them.
Good day at TEVA... finished strong.
No, but
there is a limit on message repeats on the same board.
Is there a time limit on replies? Only 5 years late. Hope all is well with you. Things going good here.
Is there a time limit on replies? Only 5 years late. Hope all is well with you. Things going good here.
Created this board over 9 years ago; my how the time flies. How goes it NoMoDo?
Nov/2003 PR involving Avi's company.
Jill Kelly Productions Holding, Inc. Signs Letter of Intent with Adult Networks, Inc. for New TV Channel
WEST HOLLYWOOD, Calif., Nov. 7 /PRNewswire-FirstCall/ -- Jill Kelly Productions Holding, Inc. (formerly IDC Technologies, Inc.) ("JKXJ" or the "Company") (OTC Pinksheets: JKXJ) announces today that it has signed a binding Letter of Intent with Adult Networks, Inc. ("ANI") to jointly launch and develop an adult entertainment channel.
ANI currently operates the "PanHot" channel (channel 340) on Time Warner's cable network which currently serves approximately 1 million customers in the New York metropolitan area. The existing channel, as well as all other additions on Time Warner's network will become part of the proposed joint venture. JKXJ and ANI will produce and deliver adult related content and promotional advertising as part of the new channel and anticipates adding new subscriber bases on other cable, video on demand and satellite networks both nationwide and internationally.
Bob Friedland, CEO of Jill Kelly Productions stated, "ANI has developed a well received adult media channel with exceptional buy rates and a growing subscriber base. This move for JKXJ is another step to become a diversified adult media and entertainment company that gives us the capability of leveraging our library of titles, add another channel of distribution and marketing, as well as create additional value for our loyal shareholders. This is an industry first for a US based adult media production firm to launch a TV channel and we're very excited to broaden our business and be part of an industry that is experiencing increasing levels of consumer and social acceptance. The new TV Channel will provide the Company and JKXJ's performers with ongoing television exposure that no other production company has been able to establish. We look forward to working with the ANI team in launching this channel together."
Larry Wolfe, Executive Vice President of ANI stated, "By joining forces with JXKJ, we obtain considerable resources and new capabilities that will accelerate the growth of the channel as well as provide a fresh source of globally acclaimed content. This is a great opportunity to truly create a multi-faceted adult entertainment company with global appeal. We're very excited about working with Bob (Friedland) and his team, and the potential that this venture will provide to the Company through our combined efforts."
The terms of the proposed joint venture have not been disclosed at this time and are subject to the completion of due diligence and the execution of definitive documents between the parties. The terms of the joint venture will be announced upon the closing of the transaction.
About Jill Kelly Productions, Inc.
JKXJ, based in West Hollywood, California and founded in 2000, is a leading adult entertainment company specializing in the production, development and distribution of high-quality films, pictures, and other related adult oriented content on a world-wide basis. JKXJ features its adult films and its growing roster of talented film stars on its website at http://www.jillkellyproductions.com/ . Over the past three years, JKXJ has developed an exclusive library of approximately 180 movie titles and anticipates adding another 40-50 movie titles by the end of 2003. JKXJ is a leading international provider of high quality adult entertainment content for a wide range of media platforms. JKXJ develops, acquires and distributes still photography and motion pictures tailored to specifications from independent directors and processes these images into products suitable for popular media formats such as print publications, DVDs, videotapes and other electronic media for Internet distribution. JKXJ distributes its adult media content through a network of local affiliates and independent distributors both domestically and abroad to over ten countries. As a result, JKXJ's growing library of exclusive video titles available to retailers, cable, satellite, hotel television programming and over the Internet via proprietary websites and evolving broadband delivery services world-wide.
JKXJ is the brainchild of Jill Kelly (AVN Adult Female Star of the Decade) and Robert Friedland. JKXJ was founded on the theory that an adult film company can produce high quality films by focusing on quality and treating talent as coveted assets rather than commodities. JKXJ's management includes the international icon, Jill Kelly, whose years of experience in front of the camera helps guide the Company in finding new young talent and signing them to exclusive contracts with the Company, thereby creating new Company assets. JKXJ continually looks for new ways to expand and enhance its image in the adult entertainment industry and beyond to the general entertainment industries.
Safe Harbor Statement
Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 and may contain forward-looking statements, with words such as "anticipate," "believe," "expect," "future," "may," "will," "should," "plan," "projected," "intend," and similar expressions to identify forward-looking statements. These statements are based on the Company's beliefs and the assumptions it made using information currently available to it. Because these statements reflect the Company's current views concerning future events, these statements involve risks, uncertainties and assumptions. The actual results could differ materially from the results discussed in the forward-looking statements. In any event, undue reliance should not be placed on any forward-looking statements, which apply only as of the date of this press release. Accordingly, reference should be made to the Company's periodic filings with the Securities and Exchange Commission.
CONTACT: Avi Mirman of Maximum Ventures, Inc., +1-631-424-9009
Web site: http://www.jillkellyproductions.com/
Copyright 2003 PRNewswire
Issued: 11/07/2003 05:46 PM GMT
Look into when I find some time:
Luxemburg governmental site in French shows Pietro Giacomini (whom we've come to know as FishyPete) and IBCL shares in some sort of fund or account?
Here is the French text:
2. Changement de la dénomination de la société de I.B.I. INTERNATIONAL BIOCHEMICAL INVESTMENTS PIETRO
GIACOMINI en I.B.I. INTERNATIONAL BIOCHEMICAL INVESTMENTS S.A., et modification afférente de l’article 1er
des statuts.
3. Démission des gérants et des membres du conseil de surveillance.
4. Nomination des membres du conseil d’administration, du président et du commissaire aux comptes.
5. Abandon des deux catégories d’actions et des restrictions à la cessibilité de celles-ci.
6. Refonte des statuts pour les adapter à la forme de société anonyme, sans en modifier les caractéristiques essentielles.
Ces faits exposés et reconnus exacts par l’Assemblée, cette dernière a pris à l’unanimité des voix les résolutions suivantes:
Première résolution
L’Assemblée décide de transformer la société en commandite par actions en une société anonyme.
Deuxième résolution
L’Assemblée décide de changer la dénomination de la société de I.B.I. INTERNATIONAL BIOCHEMICAL INVESTMENTS
PIETRO GIACOMINI en I.B.I. INTERNATIONAL BIOCHEMICAL INVESTMENTS S.A.
Troisième résolution
L’Assemblée décide d’accepter la démission des gérants et des membres du conseil de surveillance actuellement en
fonction.
Quatrième résolution
L’assemblée décide de nommer comme membres du conseil d’administration:
1.- Monsieur Pietro Giacomini, entrepreneur, demeurant Via Mazzucchelli 4, Ciliverghe (BS), Italie.
2.- Monsieur Giovanni Ferrari, administrateur, demeurant Piazza Roma, 28, Ospitaletto (BS), Italie.
3.- Monsieur Cesare Bianco, oenologe, demeurant S. da Valle Tammato, 160/a, Asti Italie.
4.- Monsieur Michele Canepa, manager, demeurant professionnellement au 5, rue Eugène Ruppert, Luxembourg.
Monsieur Pietro Giacomini, prénommé est nommé président du conseil d’administration. Est nommée commissaire,
la société AUDIEX S.A., 57, avenue de la Faïencerie, Luxembourg.
Leur mandat expirera lors de l’assemblée générale annuelle statuant sur les comptes au 30 juin 2004.
Cinquième résolution
L’assemblée décide d’abandonner les deux catégories d’actions et les restrictions à la cessibilité de celles-ci et
d’échanger les six (6) actions de commandité et les onze mille quatre cent cinquante-quatre (11.454) actions de commanditaire
contre onze mille quatre cent soixante (11.460) actions ayant une valeur nominale de cinq cents euros (EUR
500,-) chacune.
Tous pouvoirs sont conférés au conseil d’administration pour procéder aux écritures comptables qui s’imposent pour
procéder à l’échange des actions anciennes contre les actions nouvelles et à l’annulation des actions anciennes.
Sixième résolution
L’Assemblée décide la refonte complète des statuts qui auront désormais la teneur suivante:
And here is the translation from FreeTranslation.com
2. Change of the name of the I'S corporation. B. I'S. INTERNATIONAL BIOCHEMICAL INVESTMENTS PIETRO GIACOMINI in I'S. B. I'S. INTERNATIONAL BIOCHEMICAL INVESTMENTS HIS., and relevant modification of 1st l’article of the statutes. 3. Resignation of the managers and members of the supervision counsel. 4. Nomination of the members of the counsel d’administration, president and commissioner to the accounts. 5. Abandonment of the two categories d’actions and restrictions to the cessibilité of these. 6. Reworked of the statutes to adapt them to the corporation form anonymous, without some to modify the essential characteristics. These facts exposed and recognized exact by l’Assemblée, this last one took to l’unanimité of voices the following resolutions: First resolution
L’Assemblée decides to transform the corporation some sponsors by actions in an anonymous corporation. Second resolution L’Assemblée decides to change the name of the I'S corporation. B. I'S. INTERNATIONAL BIOCHEMICAL INVESTMENTS PIETRO GIACOMINI in I'S. B. I'S. INTERNATIONAL BIOCHEMICAL INVESTMENTS HIS. Third resolution L’Assemblée decides d’accepter the resignation of the managers and members of the supervision counsel currently in function. Fourth resolution L’assemblée decides to name as members of the counsel d’administration: 1.- Mister Pietro Giacomini, contractor, remaining Through Mazzucchelli 4, Ciliverghe (BS), Italy. 2.- Mister Giovanni Ferrari, administrator, remaining Piazza Roma, 28, Ospitaletto (BS), Italy. 3.- Mister Cesare Bianco, oenologe, remaining S.
da Valle Tammato, 160/a, Asti Italy. 4.- Mister Michele Canepa, manage, remaining professional to the 5, street Eugène Ruppert, Luxembourg. Mister Pietro Giacomini, called is named president of the counsel d’administration. Is named commissioner, the corporation AUDIEX HIS., 57, avenue of the Faïencerie, Luxembourg. Their mandate will expire at the time of annual general l’assemblée ruling on the accounts to June 30 2004. Fifth resolution L’assemblée decides d’abandonner the two categories d’actions and the restrictions to the cessibilité of these and d’échanger the six (6) actions of active partner and the eleven thousand four hundred fifty-four (11.454) actions of backer against eleven thousand four hundred sixty (11.460) actions having a nominal value of five hundred
Euros (EUR 500, -) each. All strengths are conferred to the counsel d’administration to proceed to the writings accountants that s’imposent to proceed to l’échange of the old actions against the new actions and to l’annulation of the old actions. Sixth resolution L’Assemblée decides it reworked completes statutes that will have henceforth the following content:
These are the pages that deal with this:
I.B.I. International Biochemical Investments Pietro Giacomini C-No 996 : Page 47790 , Page 47790 ,
I.B.I. International Biochemical Investments Pietro Giacomini C-No 996 : Page 47790 , Page 47790 ,
I.B.I. International Biochemical Investments S.A. C-No 1220 : Page 58547 , Page 58547 ,
I.B.I. International Biochemical Investments S.A. C-No 1220 : Page 58550 , Page 58550 ,
I.B.I., International Biochemical Investments Pietro Giacomini C-No 1010 : Page 48476 , Page 48476 ,
I.B.I., International Biochemical Investments Pietro Giacomini C-No 1010 : Page 48476 , Page 48476 ,
And here is a link to one of the pages:
http://www.etat.lu/memorial/memorial/c/2003/c122019B.pdf#Page=35
http://www.etat.lu/memorial/memorial/c/2003/c101001A.pdf#Page=44
http://www.etat.lu/memorial/memorial/c/2003/c0996269.pdf#Page=30
http://legilux.victor-buck.com/
http://216.109.117.135/search/cache?p=%22International+BioChemical%22&ei=UTF-8&cop=mss&u....
How did I find this - I did a search in Yahoo "International BioChemical" and it was hit 18:
Recherche dans les mots clés - Translate this page
... IBH SA, C-No 725 : Page 34792 , Page 34792 ,. IBI International Biochemical
Investments Pietro Giacomini, C-No 996 : Page 47790 , Page 47790 ,. ...
legilux.victor-buck.com/memc/searchmemcal.php?lettre=I&annee=2003 - 101k
8K filed 12/22/2003
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): DECEMBER 22, 2003
-----------------
NOVA BIOGENETICS, INC.
----------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-16703 58-2618895
---------------------------- ---------------- -------------------
(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
8601 DUNWOODY PLACE, SUITE 338, ATLANTA, GEORGIA 30350
------------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (770) 650-6508
--------------
N/A
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER IMPORTANT INFORMATION
MANAGEMENT
Effective immediately Mr. Tim Moses has been named Sr. Vice President and Chief
operating officer of the company. Dr. Cecil smith has stepped down as interim
CEO and Chairman of the company due to the location difference and to make way
for a new CEO from the Atlanta area. In addition the company has opened up two
positions on the Bio-Pharmaceutical scientific advisory board. These new
openings will be announced at later time as to who has filled these positions.
SIGNATURE
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.
NOVA BIOGENETICS, INC.
Dated: DECEMBER 22, 2003 By: /s/ Tim Moses
---------------------------
Tim Moses
Chief Operating Officer
NVBG Sub Registers Aramark For AM500 Use By Service Master Unit
ATLANTA, Dec 15, 2003 (BUSINESS WIRE) -- Nova BioGenetics (OTC Bulletin Board: NVBG) announces it has sub registered Aramark for use of AM500 for their Service Master Unit. Nova has been working on this arrangement for some time and has completed the sub registration to now allow the use of AM500 for Service Master.
About Nova BioGenetics:
Nova BioGenetics, Inc., ("Nova"), is a biopharmaceuticals company headquartered in Atlanta, Georgia. Nova is engaged in the discovery, development, and commercialization of new therapeutic agents that treat life-threatening infectious diseases. Nova BioGenetics' pipeline, for both FDA and EPA regulatory agencies, is based on patented technology and Nova's own initial bench studies used as a broad base for applications with existing antibiotic compounds. Attaching the patented technology with antibiotic compounds has proven to facilitate potential disruption of bacterial agents thus producing new therapeutic agents to be marketed.
While the company is specifically focused on its biopharmaceutical interests and is presently in a development stage, Nova also operates a division within the company that is responsible for the sale of cutting edge patented and EPA approved antimicrobials and biocides. Nova currently has contracted with eight (8) specialty chemical representative agencies with over sixty three (63+) sales agents in the U.S. to market its diverse line of products for that division. Continued expansion, particularly in the overseas markets, is part of the company's marketing strategy.
Further information on Nova and its line of products can be found by visiting the company's web site at www.novaBioGenetics.com, Ph.# 770-650-6508, Fax # 770-650-0411, or for investor information, contact Todd Smith, Dir. of Investor Relations.
SOURCE: Nova BioGenetics, Inc.
CONTACT: Nova BioGenetics, Atlanta
Todd Smith, 770-650-6508
Press Release Source: Nova BioGenetics
Nova BioGenetics Wraps up 10K-SB, Expects to Submit before Deadline
Monday November 10, 2:19 pm ET
ATLANTA--(BUSINESS WIRE)--Nov. 10, 2003--Nova BioGenetics (OTC Bulletin Board: NVBGE - News) announces it is wrapping up its 10K-SB and should file in time for the deadline. Although the company has worked diligently to complete the 10K-SB prior to now, efforts required for the reverse merger delayed the Company's' filing. Additionally, upon completion of the 10K-SB the quarterly filing will follow shortly behind the 10K-SB and will combine the two Companyies as one, since the completion and reverse of the common stock was accomplished after June 30, 2003.
About Nova BioGenetics:
Nova BioGenetics, Inc., ("Nova"), is a biopharmaceuticals company headquartered in Atlanta, Georgia. Nova is engaged in the discovery, development, and commercialization of new therapeutic agents that treat life-threatening infectious diseases. Nova BioGenetics' pipeline, for both FDA and EPA regulatory agencies, is based on patented technology and Nova's own initial bench studies used as a broad base for applications with existing antibiotic compounds. Attaching the patented technology with antibiotic compounds has proven to facilitate potential disruption of bacterial agents thus producing new therapeutic agents to be marketed. While the company is specifically focused on its biopharmaceutical interests and is presently in a development stage, Nova also operates a division within the company that is responsible for the sale of cutting edge patented and EPA approved antimicrobials and biocides.
Further information on Nova and its line of products can be found by visiting the company's web site at http://www.NovaBioGenetics.com, Ph.# 770-650-6508, Fax # 770-650-0411, or for investor information, contact Todd Smith, Dir. of Investor Relations and Secretary / Treasurer.
--------------------------------------------------------------------------------
Contact:
Nova BioGenetics, Atlanta
Todd Smith, 770/650-6508
tsmith@novabiogenetics.com
--------------------------------------------------------------------------------
Source: Nova BioGenetics
Press Release Source: Nova BioGenetics
Nova BioGenetics Announces Todd Smith's Appointment as Secretary and Treasurer, Replacing Tim Moses
Friday October 31, 9:15 am ET
ATLANTA--(BUSINESS WIRE)--Oct. 31, 2003--Nova BioGenetics, (OTC Bulletin Board: NVBG - News) announces that all re-organization and reverse merger documentation has been completed. As of today's date Todd Smith has assumed the responsibilities as the Company's new Secretary / Treasurer replacing Tim Moses. Smith has served as a financial advisor and investment banker for the past thirteen years. Smith graduated form Auburn University with a bachelor's degree in finance. Prior to joining Nova BioGenetics Smith held positions in the brokerage community most recently as Vice President at Morgan Stanley Dean Witter. In his thirteen years of brokerage experience Smith received many awards of excellence from a variety of institutional investment firms including AIM, Invesco, ING, and Equitable among others. Smith participated in over twenty initial public offerings. Smith joins Nova BioGenetics as director of investor relations and serves as Secretary / Treasurer.
Tim Moses will serve as the president of sales of antimicrobial / Biocides Division.
About Nova BioGenetics:
Nova BioGenetics, Inc., ("Nova"), is a biopharmaceuticals company headquartered in Atlanta, Georgia. Nova is engaged in the discovery, development, and commercialization of new therapeutic agents that treat life-threatening infectious diseases. Nova BioGenetics' pipeline, for both FDA and EPA regulatory agencies, is based on patented technology and Nova's own initial bench studies used as a broad base for applications with existing antibiotic compounds. Attaching the patented technology with antibiotic compounds has proven to facilitate potential disruption of bacterial agents thus producing new therapeutic agents to be marketed.
While the company is specifically focused on its biopharmaceutical interests and is presently in a development stage, Nova also operates a division within the company that is responsible for the sale of cutting edge patented and EPA approved antimicrobials and biocides. Nova currently has contracted with eight (8) specialty chemical representative agencies with over sixty three (63+) sales agents in the U.S. to market its diverse line of products for that division. Continued expansion, particularly in the overseas markets, is part of the company's marketing strategy.
Further information on Nova and its line of products can be found by visiting the company's web site at http://www.novaBioGenetics.com, Ph.# 770-650-6508, Fax # 770-650-0411, or for investor information, contact Todd Smith, Dir. of Investor Relations and Secretary / Treasurer.
--------------------------------------------------------------------------------
Contact:
Nova BioGenetics, Atlanta
Investor Relations
Todd Smith, 770-650-6508
Fax: 770-650-0411
http://www.novaBioGenetics.com
--------------------------------------------------------------------------------
Source: Nova BioGenetics
maidsintheusa.biz
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09/23/2003 article
Biotech exec's SEC case cloaked in mystery
Atlantan won't comment, cites 'national security'
By DAVID McNAUGHTON
The Atlanta Journal-Constitution
Timothy C. Moses doesn't have much to say about his recent troubles with the Securities and Exchange Commission, but his reason for not commenting is an eye-opener.
"National security," he said. As in the FBI and the CIA.
"We deal in that arena where we can't discuss it," Moses said when questioned recently by a reporter about the SEC case.
They ordered you not to talk?
"Yes."
Both agencies?
"Yes."
They invoked some kind of national security?
"Yes."
They said, "Tim, you can't say anything about this because it's a matter of national security?"
"Not those exact words."
A little background: Timothy C. Moses is a 46-year-old Atlantan who agreed to repay $11,600 in profits from stock sales after the SEC accused him of using words to mislead investors in an obscure, publicly traded company, International BioChemical Industries. Moses is chief executive of the company, whose stock now trades for a penny or less.
In settling the case with the SEC, which is still deciding whether to pursue a civil penalty, Moses neither admitted nor denied the allegations.
But that case -- and how Moses chooses his words -- illustrates the difficulty in determining what's truth or fiction these days at International BioChemical, which sells a mold killer. Even something as simple as holding a shareholders meeting seems elusive for the company once known as BioShield Technologies.
The company's problems came to light early this year over some announcements Moses issued publicly -- in the form of press releases.
In late January and early February, International BioChemical issued a series of press releases that got the SEC's attention. In one, dated Jan. 29, the company "announced that a Federal Government Agency has requested today an urgent meeting with the firm to discuss the BioShield line of products in the war on bioterrorism."
Thirty-nine minutes after that announcement was made, International BioChemical shares had nearly tripled, to 7 cents, according to the SEC. Trading volume, which had been less than half a million shares daily for much of January, soared to more than 22 million shares the next day, when the company put out a similarly worded press release titled "Government Sets Parameters Yesterday Afternoon for Discussion of Combating Bio-Terrorism."
Then, as the trading volume and price of the company's stock rose following those announcements, Moses sold 1.2 million shares of International Biochemical, according to the SEC.
The SEC sued in U.S. District Court in Atlanta, alleging Moses issued false and misleading announcements that suggested the federal government wanted to buy products or services from the company to fight terrorism. It turns out the FBI had contacted the company, but not to buy anything, according to the SEC.
Instead, the FBI contacted Moses' company as part of its national investigation into the deadly anthrax mailings of 2001, the SEC said. What led the FBI to International BioChemical is unclear.
"All we're going to have to say is that the FBI does not have a business relationship with Mr. Moses or his company," says FBI Special Agent Joe Parris in Atlanta.
Different versions
Moses' interpretation of the government's interest was and is a little different from that of the SEC. He shared it early last month, when a reporter caught up with him on the day the company's shareholder meeting was to have been held.
"I'm saying that they were there to discuss our products," said Moses from his nondescript offices in a north Fulton County office park.
So you're saying those press releases were accurate?
"I'm saying those press releases, to the best of our belief, were appropriate."
His lawyer, in a brief filed in the SEC case, put it this way: The press releases were not misleading, but even if they were, they amounted to nothing more than "expressions of immaterial corporate optimism or puffery."
Little else is known about Moses. He also founded Nova BioGenetics, another small, publicly traded Atlanta company that is described in press releases as International BioChemical's distributor. Previous SEC filings describe him as a former employee of Dow Corning and subsequent founder of a company called DCI Inc.
Those documents also report that he graduated from "a division of Georgia Institute of Technology where he received his B.S. degree in 1980." Southern Polytechnic State University in Marietta, once a division of Georgia Tech, said a Timothy C. Moses graduated in 1980. According to Southern Tech, the degree was a bachelor of architectural engineering technology.
Financial trouble
Documents filed with the SEC by International BioChemical also show the company has had trouble paying its bills, with several judgments against the company for nonpayment.
And what about the special shareholders meeting, scheduled for Aug. 8 at a Roswell hotel? It never came off.
A room at the Best Western Roswell Suites had been readied for the meeting of International BioChemical's shareholders. But 17 minutes before it was to start, a stock market information firm called Knobias reported it had been postponed.
Moses said the meeting was not held because the company was waiting for comments from the SEC. The only thing on the meeting agenda was a reverse stock split vote.
There have been no further pronouncements by the company.
Domain Name Info:
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Internet Finance International Corp.
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Domain Name: NOVABIOGENETICS.COM
Created on: 25-JAN-02
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Internet Finance International Corp.
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bioshield.com
Registrant:
International BioChemical Industries, Inc (BIOSHIELD-DOM)
8725 Roswell Road, Suite O, # 304
Atlanta, GA 30350
US
Domain Name: BIOSHIELD.COM
Administrative Contact:
Moses, Timothy (BIIMYHVDNI) tmoses@BIOSHIELD.COM
BIOSHIELD TECHNOLOGY
4405 International Blvd., Suite B109
Norcross, GA 30093
US
(770) 925-3653 fax: (770) 925-3923
Technical Contact:
Allegiance Telecom Inc. (AT516-ORG) hostmaster@ALGX.NET
Allegiance Telecom Inc.
1950 Stemmons Frwy, Suite #3026
Dallas, TX 75207
US
(800) 459-8496 x4 fax: (214) 461-9900
Record expires on 31-Oct-2004.
Record created on 12-Oct-2002.
Database last updated on 27-Aug-2003 11:32:56 EDT.
Domain servers in listed order:
NS1.ALGX.NET 216.99.225.30
NS3.ALGX.NET 216.99.233.253
NS2.ALGX.NET 216.99.225.31
bioshieldusa.com
Registrant:
BioShield (BIOSHIELDUSA-DOM)
4719 Reed Road - Suite 235
Columbus, OH 43220
US
Domain Name: BIOSHIELDUSA.COM
Administrative Contact:
Smith, Cecil (CS19388) csmith@IWAYNET.NET
BioShield
4719 REED RD STE 235
COLUMBUS, OH 43220-3051
US
(614) 791-0610 fax: 999 999 9999
Technical Contact:
Singh, David (SD1824-ORG) dsingh@IWAYNET.NET
Singh, David
IWAYNET
781 Northwest Blvd.
Columbus, OH 43212
US
(614) 292-9292 fax: 999 999 9999
Record expires on 27-Jul-2003.
Record created on 17-Sep-2002.
Database last updated on 27-Aug-2003 11:43:02 EDT.
Domain servers in listed order:
NS1.IWAYNET.NET 198.30.29.7
NS2.IWAYNET.NET 198.30.29.8
sishield.com
Registrant:
SiShield Technologies Inc. (RONAZDGFDD)
PO Box 420915
Atlanta, GA 30342
US
Domain Name: SISHIELD.COM
Administrative Contact:
SiShield Technologies Inc. (HUHFDFHGXO) mdvillahoz@aol.com
PO Box 420915
Atlanta, GA 30342
US
404.847.0023
Technical Contact:
Network Solutions, Inc. (HOST-ORG) customerservice@networksolutions.com
21355 Ridgetop Circle
Dulles, VA 20166
US
1-888-642-9675 fax: 123 123 1234
Record expires on 25-Aug-2005.
Record created on 25-Aug-2002.
Database last updated on 27-Aug-2003 11:46:21 EDT.
Domain servers in listed order:
NS56.WORLDNIC.COM 216.168.225.196
NS55.WORLDNIC.COM 216.168.225.195
Press Release Source: Nova BioGenetics Inc.
Nova BioGenetics is Pleased to Announce Dr. Cecil Smith Has Joined the Company as Chief Executive Officer
Monday August 18, 9:26 am ET
ATLANTA--(BUSINESS WIRE)--Aug. 18, 2003--Nova BioGenetics Inc. (OTC Bulletin Board: NVBG - News) announces that Dr. Cecil Smith has joined the Company as its new CEO. Dr. Smith brings 25 years of experience in the microbial contamination control business. He is an internationally recognized expert in microbial decontamination strategies and biosafety. Dr. Smith has conducted research in the areas of antibiotic resistance and microbial adaptation, as well as managing clinical trials. One of his principal roles will be to extend the spectrum of molecules in the antibiotic resistance portfolio of NVBG.
About Nova BioGenetics:
Nova BioGenetics, Inc., ("Nova"), is a biopharmaceuticals company headquartered in Atlanta, Georgia. Nova is engaged in the discovery, development, and commercialization of new therapeutic agents that treat life-threatening infectious diseases. Nova BioGenetics' pipeline, for both FDA and EPA regulatory agencies, is based on patented technology and Nova's own initial bench studies, used as a broad base for applications with existing antibiotic compounds. Attaching the patented technology with antibiotic compounds has proven to facilitate potential disruption of bacterial agents thus producing new therapeutic agents to be marketed.
Further information on Nova and its line of products can be found by visiting the firm's web site at http://www.novabiogenetics.com, Ph.#770-650-6508, Fax #770-650-0411, contact Tim Moses, Chairman, Director of Public Securities.
Safe Harbor/Forward-looking Statements:
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of Nova; the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. Nova does not undertake to revise or update any forward-looking statement to reflect events or circumstances that may arise after the date hereof.
--------------------------------------------------------------------------------
Contact:
Nova BioGenetics, Atlanta
Tim Moses, 770/650-6508
Fax: 770/650-0411
http://www.novabiogenetics.com
Fryday - historical notes.
The concept was born in this post by Churak on the jailhouse thread.
"Posted by: Churak
In reply to: Phil (Bullrider) who wrote msg# 20437 Date:8/3/2003 9:55:06 AM
Post #of 21288
What do you think about a weekly execution ie every "Fryday", to get us in the mood for a pleasant weekend? Since is MATTilda too busy pulling his winkie, methinks we should set up a new board ie "Sacrificial Inmate of the Week". We can set up Surveys for each week based on the previous week's morons. You can be the MODERATOR with WANTOBE as an ASSistant. He seems to enjoy turning on the juice. Wut u thinky?
If you can't be a good example, then you'll just have to be a horrible warning."
The first event was held 8/8/03
The following were "booted" or Fried.
wantobe submitted his request prior to leaving on vacation. Matt then asked Churak for a name and he provided bobo_badazz. Matt then requested a name from AK, but he would not submit one. Then Matt asked chwdrhed for two names.
paybacktime - per request of wantoberich
bobo_badazz - per request of Churak
GATEKEEPER - per request of chwdrhed
jwforsythe - per request of chwdrhed
The second event will be held 8/15.
GG has the first pick per #msg-1303733
Paulie submitted the following piece of art.
Nova BioGenetics Announces Mr. Tim Moses to Step Aside as Nova's CEO, forNew CEO to Take the Head Position within the Company
ATLANTA, Jul 15, 2003 (BUSINESS WIRE) -- F/K/A Healthcare Network Solutions (OTC Bulletin Board: HNWS) announces that Mr. Tim Moses, Founder of Nova is stepping aside as CEO, to open the officer position of CEO, which will be announced in the upcoming future.
About Nova BioGenetics:
Nova BioGenetics, Inc., ("Nova"), is a biopharmaceuticals company headquartered in Atlanta, Georgia. Nova is engaged in the discovery, development, and commercialization of new therapeutic agents that treat life-threatening infectious diseases. Nova BioGenetics' pipeline, for both FDA and EPA regulatory agencies, is based on patented technology and Nova's own initial bench studies, used as a broad base for applications with existing antibiotic compounds. Attaching the patented technology with antibiotic compounds has proven to facilitate potential disruption of bacterial agents thus producing new therapeutic agents to be marketed.
While the company is specifically focused on its biopharmaceutical interests and is presently in a development stage, Nova also operates a division within the company that is responsible for the sale of cutting edge patented and EPA approved antimicrobials and biocides.
Further information on Nova and its line of products can be found by visiting the firm's web site at www.novabiogenetics.com, Ph. 770-650-6508, Fax 770-650-0411, contact Tim Moses, Chairman, Director of Public Securities.
Safe Harbor/Forward-looking Statements:
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of Nova; the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. Nova does not undertake to revise or update any forward-looking statement to reflect events or circumstances that may arise after the date hereof.
SOURCE: Nova BioGenetics, Inc.
CONTACT: Nova BioGenetics, Inc., Atlanta
Tim Moses, 770/650-6508
Fax: 770/650-0411
www.novabiogenetics.com
HNS/Nova BioGenetics Shareholders Approve Reverse Split and Name Change
ATLANTA, Jul 14, 2003 (BUSINESS WIRE) -- Healthcare Network Solutions (OTC Bulletin Board: HNWS)/ Nova BioGenetics, Inc., announces that the shareholders on July 11, 2003 approved the reverse split of 1 for 8.9 and the name change to Nova BioGenetics, Inc. Nova is currently filing the changes with the state of Delaware and filing with the NASD for the name and symbol change. The share vote was as follows 1.) for split-39,543,833, against- 41,690. For vote #2 name changes 2.) 39,535,283 for and 8,300 against. By a majority of 79% both resolutions passed. Nova will inform the shareholders of the date of the symbol change upon receipt from the NASD.
About Nova BioGenetics:
Nova BioGenetics, Inc., ("Nova"), is a biopharmaceuticals company headquartered in Atlanta, Georgia. Nova is engaged in the discovery, development, and commercialization of new therapeutic agents that treat life-threatening infectious diseases. Nova BioGenetics' pipeline, for both FDA and EPA regulatory agencies, is based on patented technology and Nova's own initial bench studies, used as a broad base for applications with existing antibiotic compounds. Attaching the patented technology with antibiotic compounds has proven to facilitate potential disruption of bacterial agents thus producing new therapeutic agents to be marketed.
While the company is specifically focused on its biopharmaceutical interests and is presently in a development stage, Nova also operates a division within the company that is responsible for the sale of cutting edge patented and EPA approved antimicrobials and biocides.
Further information on Nova and its line of products can be found by visiting the firm's web site at www.novabiogenetics.com, Ph. 770-650-6508, Fax 770-650-0411, contact Tim Moses.
Safe Harbor/Forward-looking Statements:
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of Nova; the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. Nova does not undertake to revise or update any forward- looking statement to reflect events or circumstances that may arise after the date hereof.
SOURCE: Nova BioGenetics, Inc.
CONTACT: Nova BioGenetics, Inc., Atlanta
Tim Moses, 770/650-6508
Fax: 770/650-0411
www.novabiogenetics.com
HNS To Amend 14A to Include Name Change to Nova BioGenetics, Inc.
ATLANTA, Jun 20, 2003 (BUSINESS WIRE) -- Healthcare Network Solutions (OTC Bulletin Board: HNWS) announces that it is making an amendment to the 14A to change the name of Healthcare Network Solutions, Inc. to Nova BioGenetics, Inc. After the scheduled July 11, 2003 shareholders meeting the Company will apply to have its symbol changed. The Company has elected to change the name so that there will be no confusion in the market place and that the company is a bio-pharmaceutical along with the fact that the company has had a change in control.
About HNS/Nova BioGenetics:
Nova BioGenetics, Inc., ("Nova"), is a biopharmaceuticals company headquartered in Atlanta, Georgia. Nova is engaged in the discovery, development, and commercialization of new therapeutic agents that treat life-threatening infectious diseases. Nova BioGenetics' pipeline, for both FDA and EPA regulatory agencies, is based on patented technology and Nova's own initial bench studies, used as a broad base for applications with existing antibiotic compounds. Attaching the patented technology with antibiotic compounds has proven to facilitate potential disruption of bacterial agents thus producing new therapeutic agents to be marketed.
While the company is specifically focused on its biopharmaceutical interests and is presently in a development stage, Nova also operates a division within the company that is responsible for the sale of cutting edge patented and EPA approved antimicrobials and biocides.
Further information on Nova and its line of products can be found by visiting the firm's web site at www.novabiogenetics.com, Ph.# 770-650-6508, Fax # 770-650-0411, contact Tim Moses.
Safe Harbor/Forward-looking Statements:
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of Nova; the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. Nova does not undertake to revise or update any forward-looking statement to reflect events or circumstances that may arise after the date hereof.
SOURCE: HNS/Nova BioGenetics
CONTACT: Nova BioGenetics, Inc., Atlanta
Tim Moses, 770/650-6508
Fax: 770/650-0411
www.novabiogenetics.com
Posted by: AKvetch
In reply to: No one in particular Date:6/14/2003 1:45:27 AM
Post #of 16035
On June 8, the following post was made on this thread and was promptly deleted as being a “political post”. Today I received an e-mail from the journalist who wrote the article. Because he says his article is NOT political, it properly belongs on this thread, and I ask the powers that be to restore my original post for that reason. The supporting e-mail follows the post.
==============
A RANT -- A timely comment on the frustration of a journalist -- so close, and yet so far, from a news source.
[Note: this is NOT a political post--it is how a journalist sees his travels to get information for his stories, and is posted for the purpose of encouraging non-political chat on the subject of being a reporter.]
Across the globe in Dubya's bubble
By Rob Watson
BBC Washington correspondent
Published: 2003/06/08 21:57:58 GMT
If you think covering a presidential visit involves sitting on Air Force One and chatting about the state of the world with George Dubya, think again.
Travelling with the United States' president this week has not been an intimate affair.
In fact it is about as far from intimate as you can get.
One of the president's aides told me there were more than 600 staff on the visit, though - he quickly added very proudly - this was a drastic cut from the days of President Bill Clinton, who apparently considered travelling with anything less than 1200 people as being positively lonely.
What you lose in intimacy you certainly do not make up for in spontaneity.
Modern summitry creates what I call the neutron bomb effect: the presence of world leaders resulting in the mysterious disappearance of all the normal people... while leaving buildings intact
These trips are as carefully planned as a military campaign.
So much so that, in advance of the trips, staff will travel to countries to time how long it will take the president's motorcade to drive from one location to another and other such vital measurements.
Presidential time
Each day, the journalists, or the White House Press Corps as we are known collectively, are issued schedules from which I cannot resist quoting:
"1005 PM local: The president and Mrs Bush depart Krakow Balice International Airport en-route Copernicus Hotel. Drive Time: 20 minutes.
"1025 PM local: The president and Mrs Bush arrive Copernicus Hotel and proceed to suite for RON."
Who's RON? RON stands for "rest overnight".
The president himself is often a very elusive quarry.
That is because most of the things he does are not open to the press but rather limited to something called pool coverage.
Let me translate.
Pool coverage means a handful of folks representing television, radio, newspapers, the news agencies and weekly magazines who are ferried along to where the president is going to be, and they then report back to the rest of us on what happened.
In seven days of following the president I saw him in the flesh precisely three times, and most of those at some distance.
Bubble-wrapped
Journalistically these trips are definitely not all they might be.
Whether intentionally or not, the White House arranges them in a way that confines reporters to what we call the bubble.
The bubble being the difficulty of breaking out of the schedule laid down for you by the White House.
We spend so little time in the countries that we visit that doing something enterprising like trying to find some non-Americans to talk to could result in you missing the next connection or a rare briefing from a presidential aide.
The bubble also contains such goodies as a buffet, the technical means to file stories, and a hotel bed.
It is, in fact, quite possible to go on these visits without changing a single US dollar into the local currency, such is the power of the bubble.
To some extent, this latest trip was a double whammy combining the reality-distorting effects of the bubble with the surreal nature of modern summitry - first at the G8 in Evian, then in the Middle East.
Modern summitry creates what I call the neutron bomb effect: the presence of world leaders resulting in the mysterious disappearance of all the normal people from the places the leaders have chosen to huddle while leaving all the buildings intact.
In the usually bustling Jordanian Red Sea port of Aqaba, the streets were totally empty, no cars or people, while in Evian it appeared that only those thoroughly in favour of global capitalism had been allowed to remain.
Looking for Ron
And then to complete the disorientation, the oldest trick in the book: sleep deprivation.
I am not accusing the White House of doing it deliberately, but the last seven days really do seem a blur of planes, coaches and late-night check-ins and early morning departures from the world's chain hotels.
Take for example last Sunday, where we woke up in St Petersburg, flew to Geneva, took a coach to Lausanne, a ferry across Lake Geneva to Evian and another bus to a press filing centre before a final coach ride - an hour up a mountain - to our hotel for five hours' sleep.
As one reporter joked, what does not kill you makes you a better journalist.
So after travelling 17,000 miles and visiting seven countries in seven days, what about the president's mission of patching it up with Europe and planting the seeds of peace in the Middle East?
Was it a success?
I think I am going to have to sleep on that one.
Story from BBC NEWS:
http://news.bbc.co.uk/go/pr/fr/-/2/hi/programmes/from_our_own_correspondent/2973122.stm
Published: 2003/06/08 21:57:58 GMT
© BBC MMIII
========================
Dear [deleted]
Thanks for your e-mail. It was passed on to me by the programme in London. My piece was definitely intended as being non-political. I was just trying to give a flavour of what these Presidential trips are like for the travelling press and to show that such trips are not a chance to have a good leisurely chat with the President. Understandably he's far too busy for that and the pace of these visits is such that everyone is working flat out, journalists and White House officials alike. I know what you mean about journalists writing pieces moaning about the trials and tribulations of being a journalist, it's not normally something I care for much either. I hope I didn't go into that too much. It was intended far more at exploding certain myths about how the press covers such trips. They really are pretty gruelling though. After I got back to Washington I was off sick for four days, perhaps I'm just getting too old for all of this.
Anyway thanks again for the feedback.
Yours sincerely
Rob Watson
BBC Washington Correspondent
The Deteriorata
(Introduction)
You are a fluke
Of the universe.
You have no right to be here.....
Deteriorata! Deteriorata!
Go placidly
Amid the noise and waste.
And remember what comfort there may be
In owning a piece thereof.
Avoid quiet and passive persons
Unless you are in need of sleep.
Rotate your tires.
Speak glowingly of those greater than yourself
And heed well their advice,
Even though they be turkeys.
Know what to kiss.....and when!
Consider that two wrongs never make a right
But that three do.
Wherever possible, put people on hold.
Be comforted that in the face of all aridity and disillusionment
And despite the changing fortunes of time,
There is always a big future in computer maintenance.
Chorus
You are a fluke
Of the universe.
You have no right to be here.
And whether you can hear it or not
The universe is laughing behind your back.
Remember the Pueblo.
Strive at all times to bend, fold, spindle and mutilate.
Know yourself.
If you need help, call the FBI.
Exercise caution in your daily affairs,
Especially with those persons closest to you.
That lemon on your left, for instance.
Be assured that a walk through the ocean of most souls
Would scarcely get your feet wet.
Fall not in love therefore;
It will stick to your face.
Gracefully surrender the things of youth:
The birds, clean air, tuna, Taiwan
And let not the sands of time
Get in your lunch.
Hire people with hooks.
For a good time call 606-4311;
Ask for "Ken."
Take heart amid the deepening gloom
That your dog is finally getting enough cheese.
And reflect that whatever misfortune may be your lot
It could only be worse in Milwaukee.
Chorus
You are a fluke
Of the universe.
You have no right to be here.
And whether you can hear it or not
The universe is laughing behind your back.
Therefore, make peace with your god
Whatever you conceive him to be---
Hairy thunderer, or cosmic muffin.
With all its hopes, dreams, promises and urban renewal
The world continues to deteriorate.
GIVE UP!
Reprise
You are a fluke
Of the universe.
You have no right to be here.
And whether you can hear it or not
The universe is laughing behind your back.
Performed by National Lampoon on "National Lampoon Radio Dinner"
Recorded by Blue Thumb Records in 1972. Lyrics by Tony Hendra.
Wednesday, June 11, 2003
Waiter Plotted Revenge Over Veggie Order?
LOS ANGELES (Reuters) - What happens when a waiter gets one
complaint too many?
Police in Corona, California, say a waiter at a Sizzler
restaurant there went to the home of a family who complained
about his service and cooked up a special order on their lawn
-- eggs, flour, maple syrup and toilet paper.
Jonathan Voeltner, 20, was arrested on Saturday, suspected
of vandalism and contributing to the delinquency of minors --
his 17-year-old girlfriend and two younger brothers -- who
helped him deliver the midnight snack, police said.
All four were released pending a July 24 court appearance.
Sizzler has fired Voeltner, a corporate spokeswoman said.
Voeltner apparently became incensed on Friday evening when
Darlene Keller complained to a manager that he refused to swap
the potatoes that came with her meal for vegetables.
Keller subsequently got the cauliflower and broccoli she
requested, while Voeltner laid plans for a special recipe of
his own, said Corona police Sgt. Jerry Rodriguez.
"He had his girlfriend, a minor, follow the family home
when they left the restaurant to get their address," Rodriguez
said. "When he got off work she picked him up with his 17- and
10-year-old brothers."
The foursome went to a nearby grocery store and picked up
the ingredients for their revenge recipe, Rodriguez said.
After throwing eggs against the house, festooning the trees
with toilet paper and sprinkling the lawn with flour and maple
syrup, they rang the doorbell several times at about 1 a.m. and
waited to see Keller's reaction, Rodriguez said.
Upon seeing the mess, Keller called police, who arrived a
short time later and arrested the girlfriend and younger boys.
"The server came out of the bushes and (Keller) recognized
him," Rodriguez said. "She said, 'That's my waiter!"'
Sizzler spokeswoman Susan Hernandez said the chain "deeply
regrets" the incident and has offered the Kellers a free meal
and a landscaper to repair any damage to their home.
Maine School Gives Students Own Laptop
By DAVID SHARP
FREEPORT, Maine (AP) - The end of the school year is near and children are playing baseball outside. But the students in Shawn Favreau's classroom are focused on their laptop computers.
For their final social studies project, they're using the computers to create multimedia presentations on ancient Greece. Some of the Freeport Middle School students find it hard to imagine going back to using just pencils and paper.
``We still do the same things. We just do it differently. The teachers are winging it. They're looking for ways to make it more interesting,'' said student Kaitlyn Beaule. ``I think it's a lot more fun.''
Maine's first-in-the-nation laptop program, which covers all 241 public middle schools, has received high marks as the first full year ends this month.
The program began last fall with 17,000 seventh-graders and 3,000 teachers using the laptops. Next fall, it will be expanded to eighth-graders for a total of about 33,000 laptops in use.
In Favreau's class, the students use the computers for research, reports and e-mail. Gone are the days of turning in handwritten reports; assignments are more likely to call for students to make movies or Power Point presentations.
Next door, in Alex Briasco-Brin's math class, students used laptops for a project building model rockets. A teacher in Pembroke used the laptops to communicate in real-time with a deep-sea submersible off the coast of Africa.
One of the first things Favreau learned last fall was to sit in the back of the class instead of in front. That allows him to keep an eye on the screens to make sure kids aren't surfing or playing games.
On a recent day, his 16 students were grouped in twos as they worked on their presentations on Greece. Three were without computers: Two computers were broken and shipped off to Apple for repairs, and a third student lost his computer privileges after gaining access to the administrative password.
There have been other cases where school officials had to crack down. Soon after the program started, Freeport Middle School technology coordinator John Lunt sent an important message when he caught a student playing a computer game in class. He used his link to the student's laptop to shut down the game and trash it as the student wondered what was happening.
The laptops aren't used all the time. On a command of ``lids down,'' the students close the computers and pick up textbooks or listen to lectures.
Freeport Middle School Principal Chris Toy said this is the first truly successful innovation he has seen in 23 years as an educator. He said using computers comes naturally to most students.
``Kids are digital natives, having grown up with computers,'' Toy said. ``They're not afraid of it.''
A midterm report showed students were more engaged and that absenteeism dropped with the introduction of laptops. Teachers, some of whom were leery of giving computers to students, have largely picked up on students' excitement about the program.
In one sign of high hopes for the program, state lawmakers facing a projected $1.2 billion budget shortfall at the start of the legislative session made no attempt to dismantle it.
But legislators will have to provide more money in the next session if there's to be a seamless transition when the current crop of middle school students enter high school, officials say.
Gov. John Baldacci said he's determined to see through the project that was the brainchild of his predecessor.
The state does not yet have the money, but Baldacci said he'll ``turn over every stone'' to find a way to expand the program. A four-year contract with Apple for the first phase in middle schools cost the state $37.2 million.
Already, some school districts are looking at private funding for pilot programs in high schools.
``I'm optimistic. You can't hold this back. Parents have told me, 'You better not touch that laptop fund,''' he said. ``It's almost like the students and families are going to be demanding that it be continued and expanded.''
On the Net:
Maine Learning Technology Initiative http://www.state.me.us/mlte/index.html
06/11/03 01:43
A Jonah for Today
By Paul E. Luthman
DO YOU know Jonah? I mean, really know him? Not the whale of a fish story Jonah, but the bigot, the pot-bellied, loudmouthed Archie Bunker Jonah?
Jonah was a businessman; a plumbing contractor; a patriot; a veteran of the big one-WW II. (So what if he spent the whole war peeling potatoes in Texas?) He was a good plumber … even if he did cut corners here and there. He drove a pick-up truck with a shotgun in the back window and with one of those neat bumper stickers on the back, "God, guns, and guts made America free. Keep all three." He employed four blacks. Jonah still calls them "niggers," but he paid them good as long as they showed up for work. Jonah went to church every Sunday.
Life was pretty good for Jonah. But then one day, the preacher asked Jonah to volunteer his services to help rehabilitate a housing project in the big city. Now Jonah liked the preacher (he had really been a big help when his son had tried to go hippie on him, so he owed the man a favor . .. but that was asking for too much). Instead of saying "No" outright, Jonah decided to take his first vacation in thirteen years, on a cruise to Bermuda-but danged if the boat didn't sink to the bottom of the harbor-right in front of Jonah-just before he stepped on board, and he had to cancel the trip.
So the preacher said, "Now that you have two weeks on your hands, you can help us on the inter-city project, praise the Lord …" and Jonah didn't know how to bow out gracefully, so he mumbled and he grumbled, but he said, "Okay."
Jonah worked hard for two weeks (he had his pride), but he never lost a chance to make caustic comments. As he replaced broken toilets, he said things like, "This is a waste of time, they don't know how to use them anyway." While rerunning copper pipes which had been ripped out and sold, he made bets on how long the new stuff would last before the junk dealer got it. Behind their backs (but not in too low a voice), the tenants were variously described as bookers, and junkies, and welfare bums. But Jonah had pride, and he did his job.
After two weeks, Jonah was done plumbing, and the painters were done painting, and the carpenters were done hammering … and Jonah said, "Now let's see how long it lasts before they screw it all up." And
Jonah sat out in his pick-up truck to watch the natives tear the building apart.
Someone stole Jonah's tires one day while he was napping, but other than that, nothing happened. The people were so glad to have a decent place to live that they took care of their building. They didn't even let the winos sleep in the stairwells anymore. And that made Jonah mad. He went back to the preacher and complained, "They just wanted something for nothing. They could have done it themselves. If they were smart enough to steal my tires, they're smart enough to do their own plumbing." And for five years, Jonah complained about the "damned niggers" who stole his tires, and he refused to admit that the people were taking care of their housing project. Jonah bought new tires, raised his prices, and never went on a vacation again.
Oh! A year after this incident, he decided that the preacher wasn't preaching the gospel enough, and moved his membership to another church.
See? I told you this wasn't a fish story.
Paul E. Luthman is the minister of the Gregory Memorial Presbyterian Church, Prince George, Virginia. He is a graduate of Rutgers University and Princeton Theological Seminary. In imagining how Jonah would look today, he wrote: "I have always felt that Jonah was a story about arrogance and bigotry, not the fishy debate so many people have turned it into."
http://theologytoday.ptsem.edu/jan1982/v38-4-criticscorner1.htm
A Shot of Truth
Whether you think guns (along with guts and God) made America or ruined it, a new exhibit challenges you to look at the larger picture.
by LISA LAMBERT
243-2122 ext 313
What would happen if you combined local artists, Police Chief Mark Kroeker, guns used in Portland crimes and the Interstate Firehouse Cultural Center? Here's your chance to see. Guns in the Hands of Artists, coordinated by artist Brian Borrello, invited 45 artists to turn guns into objets d'art. But the show's purpose is not to court controversy, if that's possible.
"The intent is to provoke thought as opposed to standing at a pulpit," says Roberta Wong, the gallery director at IFCC, where the collection debuts next week.
Borrello echoes this sentiment. "Gun control is hot-button shit," he says, "and you can't get a sensible read on it. It's so inflammatory that I wanted to create more of a meditation on this thing called 'gun.'"
It seems strange that all of the advance hype for the show is so mild. No one wants to touch the pot, let alone give it a good stir. Shouldn't they be using words like "dangerous" or "risky" to describe a group of contemporary artists addressing a major political issue? But the group's fear that Guns in the Hands of Artists will shoot off any sort of debate may originate in a deeper idea about art's purpose. While stressing that the show never takes sides, those involved use words like "multiplicity" and "different perspectives." The artists are presenting personal reflections on an American institution, acknowledging all of its contradictions. They want to expose the shades and variations of their subject, not label it good or bad. "What I hope," Wong says, "is those who expect the worst come away understanding that art has the power to transform the ideas of things."
A prime example is participant Stephanie Speight's approach. In her piece titled Partial Memory, Speight has encased a shotgun in a tower of animal horns from her father's hunting expeditions. "We were raised on venison and bear," she said. "I grew up in a community where guns were in the backs of every truck. They are trophies." Even with that history, Speight hid under her bed the first time she heard a gun blast. She had escaped ever having to fire a gun and so felt nervous about having the disabled weapon in her studio. "Initially, when I was asked to be a part of this, the thought of having a gun was overwhelming," said Speight. "My first move was to conceal it." Eventually the piece became a shrine and a memorial for Speight, reflecting an artist's views that are far more complex than the narrow-sighted beliefs of the NRA or the Million Mom March. "It has really stirred up all kinds of feelings," Speight said. "I like my gun now. I've made friends with it."
There's another reason to scare off controversy from this show: Chief Kroeker. Borrello, after leading similar projects in Washington, D.C., and New Orleans, attempted a Portland version when Charles Moose still ruled as Copus Magnus. But Moose wouldn't allow the city to provide Borrello with guns. Yet Kroeker gave the project his blessing within months of assuming office. "What we have going here is a worthwhile effort by a man who has a good idea about how to use weapons," Kroeker said. "These will be profound statements and a positive thing."
After the Portland City Council authorized the project, armorer John Richards delivered 50 pieces seized from various crimes to Borrello's Alberta Street Quonset Hut and spent a day making them inoperable. Even after Borrello began distributing the guns to participants, Kroeker dropped by frequently to check on the progress.
Both Borrello and the Police Department have invested a lot into Guns in the Hands of Artists. But if the exhibit provokes protest, Borrello could lose Kroeker's support, while Kroeker could lose the city's.
So, is this show explosive?
In the New Orleans and D.C. collections, many of the artists had experienced urban gun violence firsthand, which was reflected in their work. Both events were successful, as the public often shared the artists' critical views. But Portland is quite a different place. Regardless of the odd gun crime, most of the local artists associate guns with nature or commercial ventures, or view them as an abstract debate topic rather than a daily concern.
In Guns as Commodity, Tabor Porter has cast one of his series subjects in wax so that it resembles candy to examine the commodification of weaponry. Another artist includes shotgun barrels in an Ikebana vase, while Walt Curtis has created a piece linking the ejaculatory elements of handguns to the male anatomy. Borrello's guidance mainly consisted of running the guns to the artists, remaining a non-censoring, non-judging curator. "There are lines and boundaries that have to be drawn," Porter said of his Derringer-candy piece. "The politicians have to draw those. I'm an artist. I raise questions."
http://www.wweek.com/html2/visart032801.html
HNS Subsidiary -- Nova BioGenetics, Inc. Clarifies Minority Interest In 3/31/03 10Q-SB, as Nova is in the Process of Raising Capital Under Rule 506 Of Regulation D Private Placement Memorandum, at $3.125 Per Share, With a Warrant At $4.50 Per Share
Tuesday May 27, 1:59 pm ET
ATLANTA, May 27 /PRNewswire-FirstCall/ -- Healthcare Network Solutions (OTC Bulletin Board: HNWS - News) announced that its majority owner Nova BioGenetics, Inc. (Nova) had minority stockholders invest $407,833 in Nova during the quarter ended March 31, 2003, which was reclassified as minority interest in the consolidated balance sheet at March 31, 2003; this reclassification resulted in a $(407,833) reduction in stockholders' equity. In addition, Nova had a loss from operations of $(163,689) for the nine months ended March 31, 2003, which was almost totally comprised of accrued payroll and bonuses to two officers.
Nova acquired from International BioChemical Industries (OTC Pink Sheets: IBCL - News), a related party, one-half of IBCI's patent rights and all of IBCI's EPA registration rights for a note obligation of $500,000 to IBCI and 500,000 shares of Nova issued to IBCI at $3.125 per share totaling $1,562,500 in Nova stock value. The total of the assets acquired from IBCI was $2,062,500, however, since IBCI did not value its patents and EPA registration rights in their financial statements at the time of Nova's acquisition, Nova could only record the $500,000 note obligation on its books. The recording of the note obligation created $(500,000) of stockholders' deficit on Nova's books.
The remainder of HNS's consolidated stockholders' deficit of $(28,291) is a result of HNS's discontinued operations in excess of its stock issued.
When you combine the minority stockholders' interest with the issuance of the note payable to ICBI, Nova's net operating loss for the nine months ended March 31, 2003 and HNS's excess of discontinued operations in excess of stock issued, the total stockholders' deficit at March 31, 2003 totals $(1,099,813).
The Confidential Private Placement Memorandum (the "Memorandum") relates to the offer and sale (the "Offering") by Nova BioGenetics, Inc. ("Nova" or "Nova BioGenetics"), solely to accredited investors, of a maximum of up to 120 Units at a purchase price of $25,000 per unit, representing $3 millions. Each Unit Consists of 8,000 Shares of Common Stock at $3.125 per share, Warrants to Purchase 8,000 shares of Common Stock Exercisable at $4.50 per Share. There is no minimum amount of proceeds required to be sold in order to complete this offering. Accordingly all proceeds received will be deposited directly into the treasury of the Company. The Company reserves the right to increase the offering by up to 25%. The Company also reserves the right to undertake separate and/or additional offerings on the same or alternative terms. The minimum subscription is for $25,000 or one Unit; however, the Company reserves the right to accept subscriptions for a fractional Unit. This Offering is being made pursuant to Rule 506 of Regulation D, promulgated under the Securities Act of 1933, as amended (the "Securities Act").
About HNS/Nova BioGenetics:
The widespread and uncontrolled use of antibiotics, both for human consumption and animal feed, has encouraged the development of drug resistance in a variety of pathogenic microorganisms. These microorganisms employ resistance mechanisms, which include the modification of the antibiotic structure, mutagenesis of key amino acids in the macromolecular targets of specific chemotherapeutics, or drug efflux from the cell, among others. These three main mechanisms have been identified in resistance profiles for systems involved in protein biosynthesis, nucleic acid replication, and bacterial cell wall generation. Most antibiotics presently in human use are natural products manufactured by different species of bacteria or fungi to be employed in their own survival, for example, to kill other microbes in times of overpopulation. In a natural environment, such as the soil, bacteria exchange genetic information (such as resistance genes) with great facility and lack of species specificity, thus allowing molecular determinants of resistance to be passed on to other microbes with great ease. Such resistance-development methodologies fall into three main categories: (i) inactivation of the antibiotic by modification of its active chemical moiety; (ii) specific modification of the macromolecular target, i.e., by mutagenesis of key residues, and (iii) promotion of antibiotic efflux from the cell. Today, the emergence of bacterial strains, which display resistance to a variety of drugs (multiple drug resistant; MDR), is the major cause of failure of treatment of infections worldwide. Methicillin-resistant Staphylococcus aureus (MRSA) strains already require vancomycin as the last resort for treatment, and Streptococcus pneumoniae strains, which no longer respond to vancomycin, have already been identified. Multi-drug resistant Mycobaterium tuberculosis is another example of an emerging infectious disease with world-wide significance.
Further information on Nova and its line of products can be found by visiting the firm's web site at http://www.novabiogenetics.com , Ph.# 770-650-6508, Fax # 770-650-0411, contact Tim Moses.
Safe Harbor/Forward-looking Statements:
Statements in this news release that are not historical are forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of Nova; the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. Nova does not undertake to revise or update any forward- looking statement to reflect events or circumstances that may arise after the date hereof.
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Source: Nova BioGenetics, Inc.
IBCL Annual and Quarterly Reporting Dates
1st Quarter: 07/01 to 09/30 Q due on 11/14 (45 days)
2nd Quarter: 10/01 to 12/31 Q due on 02/14 (45 days)
3rd Quarter: 01/01 to 03/31 Q due on 05/15 (45 days)
4th Quarter: 04/01 to 06/30 K due on 09/28 (90 days)
International BioChemical Industries Inc.
RELATED and AFFILIATED WEB SITES
Apollo Chemical Corporation: http://www.apollochemical.com/
BioShield Research in Ohio: http://www.bioshieldusa.com/
Climate Technologies: http://www.climatetechnologies.com/
Nova BioGenetics: http://www.novabiogenetics.com/
Megastar: http://www.megastarbiochem.com/
S&A Impex: http://www.snaimpex.com/
International BioChemical Industries, Inc. (IBCL)
RECENT PRESS RELEASES AND OTHER SIGNIFICANT EVENTS
FEBRUARY 2003
02/24/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=791069 re:IBCL settlement
02/21/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=791079 re:SEC settlement
02/12/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=790831 re: IBCL answers SEC
02/06/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=791014 re: SEC litigation
02/06/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=791031 re:SEC complaint
02/03/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=789835 re: Jim Joyce, Jodi Martin
02/03/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=789671 re: Clarification PR
JANUARY 2003
01/30/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=721209 re: Meeting set for 2/3/03
01/29/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=718594 re: Urgent Meeting
01/23/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=789663 re: 30K Nova order
01/13/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=677091 re: Nova and IBCL and S8
01/10/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=677163 re: S8 for 7 million Shares
01/08/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=666424 re: Nova - 2 new hires
01/07/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=659924 re: Hire Microbiologist
01/06/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=659641 re: Nova and Megastar
DECEMBER 2002
12/27/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=659638 re: IBCL and Nova
12/04/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=659635 re: Custody Trading
NOVEMBER 2002
11/22/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=593019 re: Bio Kleen
11/20/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=589664 re: Second Phase of Testing with Global Food and Beverage Company
11/19/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=588023 re: Patent Approval for Treatment of Foods and Food Containers
11/15/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=607104 re: 8-K on Aerus
11/15/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=607042 re: 10QSB Summary
OCTOBER 2002
10/29/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=557981 re: Mexican Patent
10/25/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=553616 re: Arrow Engineering; Carpet Industry
10/16/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=607069 re: Annual Report
10/16/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=540507 re: increase in sales by 29%
10/04/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=523757 re: New Symbol IBCL
10/02/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=607082 re: 13G by MCVI
September 2002
09/25/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=511287 re: Company name change
09/19/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=504656 re: Conference Call
09/13/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=498028 re: Re-Org
09/12/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=607117 re: S-8 for 7 Million Shares
09/12/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=496123 re: Patent extension
July 2002
07/30/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=439087 re: AHT lawsuit
07/23/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=427674 re: Deirdre Baker
June 2002
06/19/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=389818 re: 12 products
06/18/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=387762 re: BST 1870 solid
06/12/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=382487 re: EPA approval
06/10/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=380336 re: EPA apprvoal
06/06/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=377904 re: Aerus
06/05/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=375830 re: EPA approval
May 2002
05/30/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=369604 re: LOI w/ Aerus
05/29/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=368382 re: BusinessWeek Article
05/28/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=367510 re: Atlanta Journal-Constitution Article
05/17/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=359117 re: Sales Increase for Q
April 2002
04/23/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=338755 re: Nova BioGenetics
04/10/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=327669 re: Taylor Made
March 2002
03/21/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=309902 re: EPA approval
03/18/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=306515 re: Moses Letter
Securities and Exchange Commission
Litigation Release No. 17991 / February 21, 2003
Norcross, Georgia Biotech Company and its President Settle Lawsuit Brought by the Securities and Exchange Commission
SEC v. International BioChemical Industries, Inc. and Timothy Moses, Case No. 1:03-CV-0346-JTC (N.D.G.A.).
International BioChemical Industries, Inc. ("IBCL"), a purported biotech firm located in Norcross, Georgia, and its president and chief executive officer Timothy C. Moses today settled the lawsuit filed by the Securities and Exchange Commission ("Commission") in the United States District Court for the Northern District of Georgia. The Commission's complaint in this matter alleged that, beginning on January 29, 2003, IBCL issued a series of false and misleading press releases that falsely indicated that the federal government contacted the company to discuss the effectiveness of the company's products in the war on bio-terrorism and created the false impression that federal government was interested in purchasing IBCL's products. To the contrary, the Federal Bureau of Investigation ("FBI") contacted IBCL pursuant to its inquiry into the post-September 11, 2001 anthrax mailings. The FBI never expressed any interest in purchasing IBCL's products. The complaint alleges that, as a result of the false press releases, IBCL's share price and trading volume increased dramatically.
As part of the settlement, the Court entered orders that permanently enjoined IBCL and Moses from violating the antifraud provisions of the federal securities laws, Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The order against Mr. Moses also directed him to disgorge $11,648.33, representing the profits he gained as a result of the conduct alleged in the Commission's complaint plus prejudgment interest. According to the Court's orders, the issue of civil penalties to be paid by IBCL and Moses, if any, will be resolved at a later date. Moses and IBCL consented to the entry of these orders without admitting or denying the allegations in the Commission's complaint.
The National Association of Securities Dealers assisted the SEC in this matter.
Related Litigation Release No. 17971 / February 6, 2003
http://www.sec.gov/litigation/litreleases/lr17991.htm
IBCI Announces it Has Settled the Lawsuit Previously Filed By the Securities And Exchange Commission
Monday February 24, 3:23 pm ET
ATLANTA, Feb. 24 /PRNewswire-FirstCall/ -- International BioChemical Industries, Inc. (OTC Bulletin Board: IBCL - News) announces that it has settled the lawsuit previously filed by the Securities and Exchange Commission against the Company and Timothy C. Moses, the Company's President and Chief Executive Officer, with respect to certain press releases issued by the Company beginning on January 29, 2003. As part of the settlement, the Company and Mr. Moses consented to the entry of certain Court orders without admitting or denying the allegations contained in the Commission's complaint. A description of the terms of the settlement and the Court's orders are included in the Commission's Litigation Release No. 17991 issued February 21, 2003.
About International BioChemical Industries:
International BioChemical Industries, Inc. is a Norcross, Georgia-based emerging growth company focused in biotechnology and antimicrobial products. Its core business is committed to the discovery, development, marketing and sale of surface-modifying antimicrobial and biostatic products. The company's antimicrobial technology is an alternative to conventional sanitizers, disinfectants, bleaches, biocides or preservatives primarily because it kills bacteria on contact and can remain active for extended time periods. To date IBCI has received four US patents and eight EPA registrations, including the first U.S. germ killer and disinfectant against Salmonella cholerasuis, Staphylococcus aureus and other microorganisms. The company has developed several alliances in different industries, such as healthcare, textiles and storm water.
Further information on IBCI and its line of products can be found by visiting the firm's web site at http://www.bioshield.com , or by calling 1-770-925-3653, Tim Moses.
Safe Harbor/Forward-looking Statements:
Statements in this news release that are not historical are forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of IBCI; the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. IBCI does not undertake to revise or update any forward- looking statement to reflect events or circumstances that may arise after the date hereof. BioShield is a trademark of IBCI.
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
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SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
International Biochemical
Industries, Inc.
and Timothy C. Moses,
Defendants.
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Civil Action No.
COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
The plaintiff, Securities and Exchange Commission ("Commission" or the "Plaintiff"), files this complaint and alleges the following:
SUMMARY
1. Beginning on January 29, 2003, International BioChemical Industries, Inc. ("IBCL") issued a series of press releases that falsely indicated that the federal government contacted the company to discuss the effectiveness of the company's products in the war on bio-terrorism and created the false impression that federal government was interested in purchasing IBCL's products. These press releases dramatically inflated both the price and trading volume for IBCL's shares.
2. Contrary to IBCL's press releases, the Federal Bureau of Investigation ("FBI") contacted IBCL simply as part of its on-going investigation of the post-September 11, 2001 anthrax attacks. The FBI agent who contacted IBCL never indicated that the federal government was considering procurement of any product or service provided by IBCL.
3. Timothy C. Moses ("Moses"), the president, chief executive officer ("CEO") and chairman of the board for IBCL knew that the press releases were false and misleading, but did nothing to correct those statements.
4. By virtue of its conduct, IBCL and Moses have engaged in and, unless enjoined, will continue to engage, in violations of Section 17(a) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. § 77q(a)], Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act")[15 U.S.C. § 78j(b)], and Rule 10b-5 promulgated thereunder,[17 C.F.R. § 240.10b-5]
THE DEFENDANTS
5. IBCL is a Georgia corporation with its principal place of business in Norcross, Georgia. IBCL purports to be a biotech company that develops, markets and sells antimicrobial products that, inter alia, counteract agents, such as anthrax, commonly associated with bio-terrorism.
6. IBCL's stock is traded over the counter and is quoted on the Over-the-Counter Bulletin Board. The company's ticker symbol is IBCL.
7. Timothy C. Moses, age 46, is the chairman of the board, president, and chief executive officer of IBCL. According to IBCL's most recent Form 10-K, Moses has served as a director of securities and investment and has been instrumental in seeking and raising investment capital for prior employers.
JURISDICTION AND VENUE
8. This Court has jurisdiction over this action pursuant to 28 U.S.C. §§ 1331 and 1337 and Sections 20(b) and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b) and 77v] and Sections 21(d), 21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
9. Venue is proper in this district pursuant to 28 U.S.C. § 1391(b)(1) and (2); Section 22(a) of the Securities Act [15 U.S.C. § 77v(a)]; and Section 27 of the Exchange Act [15 U.S.C. § 78aa]. IBCL is a Georgia corporation with its principal place of business in Norcross, Georgia. Moses resides in Atlanta, Georgia.
BIOCHEMICAL'S FALSE AND MISLEADING PRESS RELEASES SIGNIFICANTLY INCREASE ITS SHARE PRICE AND TRADING VOLUME
10. At or around 1:51 P.M., EST on January 29, 2003, IBCL issued a press release stating:
[A] Federal Government Agency has requested today an urgent meeting with the firm to discuss the [company's] line of products in the war on bio-terrorism. According to the government official who contacted IBCL, the request is being made after a review by his agency of the technical data publicly available from the EPA.
11. This press release directed readers to contact Moses for additional information on IBCL.
12. IBCL posted this press release on its Internet web site and has not removed it.
13. This press release, which strongly suggested that the federal government had a business interest in IBCL's products, dramatically impacted the trading volume of IBCL common stock. In the three hours before the press release, between 10:30 a.m. and 1:30 p.m. on January 29th, only 181,200 shares of IBCL were traded. Between 1:30 p.m. and 2:30 p.m., the hour in which IBCL issued its press release, the trading volume soared to 3.4 million shares.
14. This press release also artificially inflated IBCL's share price. At 1:30 p.m. IBCL stock traded at $0.024 per share. By 2:30 p.m., just 39 minutes after IBCL issued its press release, IBCL's share price had almost tripled to $0.07 per share.
15. On January 30, 2003, IBCL issued another press release in which it again indicated that the federal government was interested in its products. The press release stated:
[A] Federal government agency, requesting urgency, has scheduled its meeting with [IBCL] to discuss test data and [IBCL] products that will be effective in the war on bio-terrorism. The discussion will include manufacturing capabilities, good laboratory practices and protocols, security of the facility and security of internal data files including test locations and employee confidentiality.
16. This press release again directed readers to contact Moses for additional information on IBCL.
17. The trading volume on January 30th rose to nearly 22.6 million shares and the stock closed at a price of $0.067. On January 31st, trading volume was nearly 15.3 million shares and the closing price was $0.145.
18. The trading volume and price for IBCL shares between January 29th and January 31st, 2003, contrast sharply with the fairly stable trading that existed earlier in the month. From January 2nd through January 28th, IBCL's common stock traded between a low of $0.02 to a high of $0.034. During this period the average trading volume was 483,272 shares.
19. IBCL knew that the January 29th and January 30th press releases contained materially false information and contributed to the false impression that the federal government was interested in procuring products or services from IBCL.
20. On Friday, January 31, 2003, the Commission staff interviewed Moses and inquired about the press releases. Moses told the Commission staff that an FBI agent had contacted the company and requested the meeting.
21. Contrary to what the company stated in its January 29th and January 30th press releases, the FBI agent did not request an "urgent" meeting to discuss the company's product line.
22. In his initial call with IBCL, the FBI agent spoke with a woman who identified herself as IBCL's manager. The FBI agent explained that the meeting he requested would be a routine investigative meeting at which he would ask a series of standard questions concerning the company.
23. Contrary to what the company stated in its January 29th and January 30th press releases, the FBI agent did not mention the Environmental Protection Agency ("EPA") in his conversations with IBCL. Nor did he indicate that the meeting pertained to a review by the FBI or any other federal agency regarding technical data publicly available from the EPA.
24. In addition, contrary to IBCL's January 30, 2003 press release, the FBI agent did not indicate that the purpose of the meeting was to discuss test data or IBCL products that would be effective in the war on bio-terrorism. The FBI agent did not tell IBCL that the discussion would include good laboratory practices and protocols, test locations, internal data files or employee confidentiality.
25. Most importantly, the FBI agent did not say or indicate to IBCL that the purpose of the meeting was to explore, in any way, the possibility of the government procuring products or services from ICBL.
26. During their initial telephone conversation, IBCL's Manager told the FBI Agent that she needed to contact Moses before a meeting could be arranged, and that she would get back in touch with the FBI agent.
27. On the evening of Friday, January 31st, after interviewing the FBI agent, the Commission staff again called Moses and told him that the staff believed that the January 29th and 30th press releases contained untrue and misleading statements.
28. The Commission staff told Moses that the staff was informed that the FBI did not request an urgent meeting, that the purpose of the meeting was not to discuss the effectiveness of the company's products in the war on bio-terrorism, and that the request for the meeting was not made after reviewing test data available from the EPA.
29. The Commission staff told Moses that the press releases clearly had a material impact on both the price and volume of IBCL stock and warned that, if accurate information was not disseminated by the company to the investing public, the Commission staff would consider appropriate action.
30. As a result of the telephone call from the Commission's staff, Moses knew that IBCL's January 29th and January 30th press releases contained false and misleading information. Moses, however, did nothing to correct the company's misstatements.
31. On Monday, February 3, 2003 at 9:01 a.m., IBCL issued another press release. IBCL knew that this press release continued the false impression created in the previous press releases that the federal government was interested in using IBCL products in the war on bio-terrorism.
32. Specifically, this press release revealed that the previously disclosed meeting with a federal agency was a meeting requested by an FBI agent to discuss the company's business operations and the company's "efforts over the last 14 months relating to products, and the stability and security of the business."
33. The press release acknowledged that the company "does not have a contract with the Federal Government, nor has one been presented." However, the press release added, "[t]he company is anxious to find out today, but does not know at this time, the exact level of interest in the company's products."
34. The press release again referred readers to Moses for additional information about IBCL.
35. Later that morning, after the issuance of the press release, the FBI agent met with Moses and, on two separate occasions, explained that the meeting had nothing to do with the purchase of the company's products by the United States government. Moses responded that he understood that such was the case.
36. The FBI agent explained to Moses that the meeting was pursuant to the FBI's investigation of the post-September 11, 2001 anthrax attacks.
37. Despite these clear an unequivocal statements by the FBI agent, IBCL and Moses failed to correct the misstatements within, and false impressions created by, its prior press releases.
38. Instead, at or around 3:34 p.m. on February 3, 2003, IBCL issued another press release in which it again emphasized the purported business purpose of the meeting. The press release announced that the "business meeting" with "the Federal Government took place today" and claimed that the meeting had been "requested by Washington, D.C. and that the information and data gathered in the meeting is to be submitted back to Washington, D.C. for further technical review."
39. This press release again directed readers to contact Moses for additional information on IBCL.
40. IBCL and Moses knew that this press release failed to correct the materially false information previously disclosed and instead contributed to the false impression that the federal government was interested in procuring products or services from IBCL.
41. The investing public continued to react to the misinformation disseminated by IBCL. During February 3, 2003, the price reached $0.164 per share before closing at $0.112. The trading volume totaled 42.3 million shares, almost 100 times greater than the average daily trading volume between January 3 and January 28, 2003.
COUNT I - FRAUD
Violations of Section 17(a)(1)
of the Securities Act [15 U.S.C. § 77q(a)(1)]
42. Paragraphs 1 through 41 are hereby realleged and are incorporated herein by reference.
43. Defendants IBCL and Moses, in the offer or sale of securities, directly or indirectly, employed devices, schemes, or artifices to defraud purchasers of such securities, all as more particularly described above.
44. Defendants IBCL and Moses knowingly, intentionally and/or recklessly engaged in the aforementioned devices, schemes and artifices to defraud.
45. While engaging in the courses of conduct described above, Defendants IBCL and Moses, directly or indirectly, made use of the mails, or means or instruments of transportation or communication in interstate commerce, or means or instrumentalities of interstate commerce.
46. By reason of the foregoing, Defendants IBCL and Moses violated, and, unless restrained and enjoined, will continue to violate Section 17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)].
COUNT II - FRAUD
Violations of Sections 17(a)(2) and 17(a)(3)
of the Securities Act [15 U.S.C. § 77q(a)(2) and (a)(3)]
47. Paragraphs 1 through 41 are hereby realleged and are incorporated herein by reference.
48. Defendants IBCL and Moses, in the offer or sale of securities, directly or indirectly, obtained money or property by means of untrue statements of material facts or omissions of material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading and/or engaged in transactions, practices, or courses of business which operated as a fraud or deceit upon the purchasers of securities, all as more particularly described above.
49. While engaging in the courses of conduct described above, Defendants IBCL and Moses, directly or indirectly, made use of the mails, or means or instruments of transportation or communication in interstate commerce, or means or instrumentalities of interstate commerce.
50. By reason of the foregoing, Defendants IBCL and Moses violated or are about to violate, and, unless restrained and enjoined, will continue to violate Sections 17(a)(2) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(2) and (3)].
COUNT III - FRAUD
Violations of Section 10(b) of the Securities Act [15 U.S.C.
§ 78 j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]
51. Paragraphs 1 through 41 are hereby realleged and are incorporated herein by reference.
52. As described above, Defendants IBCL and Moses, in connection with the purchase or sale of securities, directly or indirectly employed devices, schemes, or artifices to defraud; made untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or engaged in acts, practices, or courses of business which operated as a fraud or deceit.
53. Defendants IBCL and Moses knowingly, intentionally and/or recklessly engaged in the conduct described above.
54. While engaging in the above courses of conduct, Defendants IBCL or Moses, directly or indirectly, made use of the mails, or means or instruments of transportation or communication in interstate commerce, or means or instrumentalities of interstate commerce.
55. By reason of the foregoing, Defendants IBCL or Moses violated or is about to violate, and unless restrained and enjoined, will continue to violate Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
PRAYER FOR RELIEF
WHEREFORE, Plaintiff Securities and Exchange Commission respectfully prays for:
I.
Findings of Fact and Conclusions of Law pursuant to Rule 52 of the Federal Rules of Civil Procedure, finding that Defendants IBCL and Moses committed the violations alleged herein.
II.
A temporary restraining order, preliminary and permanent injunctions enjoining Defendants, their officers, agents, servants, employees, attorneys, and all persons in active concert or participation with them who receive actual notice of the order by personal service or otherwise, and each of them, from violating Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
III.
An order requiring disgorgement of all ill-gotten gains from Defendants' illegal conduct with prejudgment interest.
IV.
An order pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)] imposing civil penalties against the defendants.
V.
Such other and further relief as this Court may deem just, equitable, and appropriate in connection with the enforcement of the federal securities laws and for the protection of investors. Further, the Securities and Exchange Commission respectfully prays that the Court retain jurisdiction over this action in order to implement and carry out the terms of all orders and decrees that are entered or to entertain any suitable application or motion by the Commission for additional relief within the jurisdiction of this Court.
DATED: February 6, 2003
Respectfully submitted,
_________________________
M. Graham Loomis
Senior Trial Counsel
Ga. Bar No. 457868
_________________________
Edward H. Saunders
Staff Attorney
Ga. Bar No. 627076
COUNSEL FOR PLAINTIFF
Securities and Exchange Commission
3475 Lenox Road, N.E., Suite 1000
Atlanta, Georgia 30326-1232
(404) 842-7600
http://www.sec.gov/litigation/complaints/comp17971.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 17971 / February 6, 2003
SEC v. International BioChemical Industries, Inc. and Timothy Moses , Case No. 1:03-CV-0346 (N.D.G.A. ).
SECURITES AND EXCHANGE COMMISSION SUES NORCROSS BIOTECH COMPANY AND ITS PRESIDENT FOR FRAUD AND SUSPENDS TRADING IN COMPANY'S STOCK.
The Securities and Exchange Commission filed a complaint in the United States District Court for the Northern District of Georgia today, February 6, 2003, against International BioChemical Industries, Inc. ("IBCL"), a purported biotech firm located in Norcross, Georgia, and its president, chief executive officer and chairman of the board, Timothy C. Moses. The complaint alleges that, beginning on January 29, 2003, IBCL issued a series of false and misleading press releases that falsely indicated that the federal government contacted the company to discuss the effectiveness of the company's products in the war on bio-terrorism and created the false impression that federal government was interested in purchasing IBCL's products. To the contrary, the Federal Bureau of Investigation ("FBI") contacted IBCL pursuant to its inquiry into the post-September 11, 2001 anthrax mailings. The FBI never expressed any interest in purchasing IBCL's products. The complaint alleges that, as a result of the false press releases, IBCL's share price and trading volume increased dramatically.
The SEC's complaint charges IBCL and Moses with violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The SEC seeks a temporary restraining order, expedited discovery, preliminary and permanent injunctions against both defendants, as well as an order compelling disgorgement of ill-gotten gains, along with prejudgment interest and civil penalties. In a parallel proceeding, the SEC also suspended trading of IBCL's stock, which is traded over the counter and quoted on the Over-the Counter Bulletin Board, based on the same factual allegations. The National Association of Securities Dealers assisted the SEC in this matter.
SEC Complaint in this matter
http://www.sec.gov/litigation/litreleases/lr17971.htm
International BioChemical Industries, Inc. Responds to SEC Actions
Wednesday February 12, 1:05 pm ET
ATLANTA, Feb. 12 /PRNewswire-FirstCall/ -- International BioChemical Industries, Inc. (OTC Bulletin Board: IBCL - News) confirms that the Company and Timothy C. Moses, the Company's President and CEO, have been served with a complaint filed in Federal Court by the Securities and Exchange Commission (SEC) concerning certain press releases issued by the Company between January 29, 2003 and February 3, 2003. The SEC has imposed a temporary suspension on the trading of the Company's stock.
Both the Company and Mr. Moses have retained the law firm of Schreeder, Wheeler, & Flint, LLP with respect to this matter. The Company and Mr. Moses deny the SEC's allegations and are vigorously defending their positions. A hearing on the SEC's request for a preliminary injunction has been set for Thursday, February 20, 2003.
About International BioChemical Industries:
International BioChemical Industries, Inc. is a Norcross, Georgia-based emerging growth company focused in biotechnology and antimicrobial products. Its core business is committed to the discovery, development, marketing and sale of surface-modifying antimicrobial and biostatic products. The company's antimicrobial technology is an alternative to conventional sanitizers, disinfectants, bleaches, biocides or preservatives primarily because it kills bacteria on contact and can remain active for extended time periods. To date IBCI has received four US patents, four international patents and eight EPA registrations, including the first U.S. germ killer and disinfectant against Salmonella cholerasuis, Staphylococcus aureus and other microorganisms. The company has developed several alliances in different industries, such as healthcare, textiles and storm water.
Further information on IBCI and its line of products can be found by visiting the firm's web site at http://www.bioshield.com, or by calling 1-770-925-3653, Tim Moses.
Safe Harbor/Forward-looking Statements:
Statements in this news release that are not historical are forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of IBCI; the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. IBCI does not undertake to revise or update any forward- looking statement to reflect events or circumstances that may arise after the date hereof. BioShield is a trademark of IBCI.
National Sales Manager and Technical Marketing Manager From $2.7B Chemical Company Join the IBCI/Nova Team
Monday February 3, 9:20 am ET
ATLANTA, Feb. 3 /PRNewswire-FirstCall/ -- International Biochemical Industries, Inc. (OTC Bulletin Board: IBCL - News) announced today that its master distributor, Nova BioGenetics, Inc., has hired its new National Sales Manager and Technical Marketing Manager.
Deirdre Baker, IBCI's General Manager, stated, "The new National Sales Manager and the Technical Marketing Manager positions are a very welcome addition to the IBCI/Nova Team. Both positions were filled to support an aggressive sales campaign."
IBCI/Nova's efforts with this current campaign will highlight extensive technical support through our world class R&D facilities, vertical market initiatives and global product opportunities to capitalize on both existing and prospective customer opportunities. The new sales directive will optimize sales by leading a nationwide network of sales representatives and key accounts. In a later release, the entire network of sales representatives will be named and introduced.
The company welcomes both Jim Joyce and Jodi Martin to these positions and to the IBCI/Nova Team.
About: International BioChemical Industries
International BioChemical Industries, Inc. is a Norcross, Georgia-based emerging growth company focused in biotechnology and antimicrobial products. Its core business is committed to the discovery, development, marketing and sale of surface-modifying antimicrobial and biostatic products. The company's antimicrobial technology is an alternative to conventional sanitizers, disinfectants, bleaches, biocides or preservatives primarily because it kills bacteria on contact and can remain active for extended time periods. To date IBCI has received four US patents, four international patents and eight EPA registrations, including the first U.S. germ killer and disinfectant against Salmonella cholerasuis, Staphylococcus aureus and other microorganisms. The company has developed several alliances in different industries, such as healthcare, textiles and storm water.
Further information on IBCI and its line of products can be found by visiting the firm's web site at http://www.bioshield.com , or by calling 1-770-925-3653, Deirdre Baker.
Safe Harbor/Forward-looking Statements:
Statements in this news release that are not historical are forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of IBCI; the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. IBCI does not undertake to revise or update any forward- looking statement to reflect events or circumstances that may arise after the date hereof. BioShield is a trademark of IBCI.
IBCI Answers Questions And Clarifies Last Two Press Releases
Monday February 3, 9:01 am ET
ATLANTA, Feb. 3 /PRNewswire-FirstCall/ -- International BioChemical Industries, Inc. (OTC Bulletin Board: IBCL - News) answers questions and clarifies last two press releases.
IBCI was contacted on Tuesday, January 28, 2003, by a Weapons of Mass Destruction Coordinator for the FBI, who is also a member of the Atlanta Joint Task Force on Terrorism. On Wednesday afternoon, January 29, 2003, IBCI again talked to the FBI Agent to establish a meeting time on Monday morning, February 3, 2003, between 9:30 and 10:00 am. The meeting is planned to last approximately two hours, with discussions to be held at the IBCI offices located in Norcross, Ga. The items to be discussed include business operations of IBCI, company efforts over the last 14 months relating to products, and the stability and security of the business.
IBCI is prepared to discuss everything requested by the agent, including manufacturing capabilities, good laboratory practices and protocols, security of the facility and security of internal data files on Anthrax, including test locations and employee confidentiality, all of which relate to the business operations.
IBCI Management wants to remind investors that the firm currently does not have a contract with the Federal Government, nor has one been presented. The company is anxious to find out today, but does not know at this time, the exact level of interest in the company's products. Management strongly encourages all investors to review the public filings prior to making any investment decisions.
About International BioChemical Industries:
International BioChemical Industries, Inc. is a Norcross, Georgia-based emerging growth company focused in biotechnology and antimicrobial products. Its core business is committed to the discovery, development, marketing and sale of surface-modifying antimicrobial and biostatic products. The company's antimicrobial technology is an alternative to conventional sanitizers, disinfectants, bleaches, biocides or preservatives primarily because it kills bacteria on contact and can remain active for extended time periods. To date IBCI has received four U.S. patents and eight EPA registrations, including the first U.S. germ killer and disinfectant against Salmonella cholerasuis, Staphylococcus aureus and other microorganisms. The company has developed several alliances in different industries, such as healthcare, textiles and storm water.
Further information on IBCI and its line of products can be found by visiting the firm's web site at http://www.bioshield.com , or by calling 1-770-925-3653, Tim Moses.
Safe Harbor/Forward-looking Statements:
Statements in this news release that are not historical are forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of IBCI; the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. IBCI does not undertake to revise or update any forward- looking statement to reflect events or circumstances that may arise after the date hereof. BioShield is a trademark of IBCI.
International BioChemical Industries Announces Nova BioGenetics, Inc. Receives Single Order Worth $30,000 Today for the Concrete Industry
Thursday January 23, 3:12 pm ET
ATLANTA, Jan. 23 /PRNewswire-FirstCall/ -- International BioChemical Industries, Inc. (OTC Bulletin Board: IBCL - News) announced today that its master distributor, Nova BioGenetics, Inc., has received a single $30,000 order today from a US based corporation actively pursuing distribution of our product in the concrete industry. IBCI plans to ship the entire order within the next five business days per the customer's request. Deirdre Baker, General Manager of IBCI stated, "We are excited that Nova is able to increase the size of our business from the concrete industry within such a short period of time, as they have only been our master distributor for approximately one month."
About: International BioChemical Industries
International BioChemical Industries, Inc. is a Norcross, Georgia-based emerging growth company focused in biotechnology and antimicrobial products. Its core business is committed to the discovery, development, marketing and sale of surface-modifying antimicrobial and biostatic products. The company's antimicrobial technology is an alternative to conventional sanitizers, disinfectants, bleaches, biocides or preservatives primarily because it kills bacteria on contact and can remain active for extended time periods. To date IBCI has received four U.S. patents, four international patents and eight EPA registrations, including the first U.S. germ killer and disinfectant against Salmonella cholerasuis, Staphylococcus aureus and other microorganisms. The company has developed several alliances in different industries, such as healthcare, textiles and storm water.
Further information on IBCI and its line of products can be found by visiting the firm's web site at http://www.bioshield.com , or by calling 1-770-925-3653, Deirdre Baker.
Safe Harbor/Forward-looking Statements:
Statements in this news release that are not historical are forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of IBCI; the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. IBCI does not undertake to revise or update any forward- looking statement to reflect events or circumstances that may arise after the date hereof. BioShield is a trademark of IBCI.
International BioChemical Industries, Inc. (IBCL)
RECENT PRESS RELEASES AND OTHER SIGNIFICANT EVENTS
JANUARY 2003
01/13/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=677091 re: Nova and IBCL and S8
01/10/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=677163 re: S8 for 7 million Shares
01/08/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=666424 re: Nova - 2 new hires
01/07/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=659924 re: Hire Microbiologist
01/06/2003 http://www.investorshub.com/boards/read_msg.asp?message_id=659641 re: Nova and Megastar
DECEMBER 2002
12/27/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=659638 re: IBCL and Nova
12/04/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=659635 re: Custody Trading
NOVEMBER 2002
11/22/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=593019 re: Bio Kleen
11/20/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=589664 re: Second Phase of Testing with Global Food and Beverage Company
11/19/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=588023 re: Patent Approval for Treatment of Foods and Food Containers
11/15/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=607104 re: 8-K on Aerus
11/15/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=607042 re: 10QSB Summary
OCTOBER 2002
10/29/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=557981 re: Mexican Patent
10/25/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=553616 re: Arrow Engineering; Carpet Industry
10/16/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=607069 re: Annual Report
10/16/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=540507 re: increase in sales by 29%
10/04/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=523757 re: New Symbol IBCL
10/02/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=607082 re: 13G by MCVI
September 2002
09/25/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=511287 re: Company name change
09/19/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=504656 re: Conference Call
09/13/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=498028 re: Re-Org
09/12/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=607117 re: S-8 for 7 Million Shares
09/12/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=496123 re: Patent extension
July 2002
07/30/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=439087 re: AHT lawsuit
07/23/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=427674 re: Deirdre Baker
June 2002
06/19/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=389818 re: 12 products
06/18/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=387762 re: BST 1870 solid
06/12/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=382487 re: EPA approval
06/10/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=380336 re: EPA apprvoal
06/06/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=377904 re: Aerus
06/05/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=375830 re: EPA approval
May 2002
05/30/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=369604 re: LOI w/ Aerus
05/29/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=368382 re: BusinessWeek Article
05/28/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=367510 re: Atlanta Journal-Constitution Article
05/17/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=359117 re: Sales Increase for Q
April 2002
04/23/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=338755 re: Nova BioGenetics
04/10/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=327669 re: Taylor Made
March 2002
03/21/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=309902 re: EPA approval
03/18/2002 http://www.investorshub.com/boards/read_msg.asp?message_id=306515 re: Moses Letter
The best weapon against "fear" is "facts"!!
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
International Biochemical Industries, Inc.
formerly Bioshield Technologies, Inc.
(Exact name of registrant as specified in its charter)
Georgia 58-2181628
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4405 International Blvd. - Suite B109
Norcross, Georgia 30093
Telephone: (770) 925-3653
----------------------------------------
(Address of principal executive offices)
International Biochemical Industries, Inc.
2002 Stock Option Plan
(Full title of the Plan)
Gary B. Wolff, P.C.
805 Third Avenue
New York New York 10022
Telephone: (212) 644-6446
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE(1)
--------------------------------------------------------------------------------
Title of Proposed Proposed
securities maximum maximum Amount of
to be Amount to be offering price aggregate registration
registered registered per share offering price fee
---------- ---------- --------- -------------- ---
Common Stock
No par value 7,000,000 $ .026 $182,000 $16.75
(1) Registration fee has been calculated based upon the closing bid price of $ .026 as of January 7, 2003
The Registrant previously filed a Form S-8 Registration Statement on September 12, 2002 (SEC File No. 333-99471) so as to register 7,000,000 shares of its common stock underlying the maximum number of options (7,000,000) which were then permitted to be issued in accordance with its "broadly based" 2002 Non-Statutory Stock Option Plan ("Plan"). This new Form S-8 Registration Statement is being filed to register an additional 7,000,000 shares of Registrant's common stock in accordance with the Amended Plan, which increased the number of options available for issuance from 7,000,000 to 14,000,000. In all other respects, the Plan and Prospectus are substantially identical to those previously filed on September 12, 2002 as Exhibits 4 and 99 to S-8 File No. 333-99471. In accordance with Instruction E to Form S-8, the contents of S-8 No. 333-99471 are herewith incorporated by reference.
-1-
--------------------------------------------------------------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in the registration statement:
a. The registrant's latest annual report on Form 10-KSB, as amended to date;
b. All other reports filed by the registrant pursuant to sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the year covered by the Form 10-KSB referred to in
(a) above; and
c. Not Applicable.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
The total number of shares authorized which the corporation shall have authority to issue is One Hundred Ten Million (110,000,000) shares, of which One Hundred Million (100,000,000) shares shall be Common Stock, no par value per share without cumulative voting rights and without any preemptive rights and 10,000,000 shares shall be Preferred Stock, no par value per share.
Item 5. Interest of Named Experts and Counsel.
Not Applicable
2
--------------------------------------------------------------------------------
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide for the Company to indemnify each director and officer of the Company against liabilities imposed upon him (including reasonable amounts paid in settlement) and expenses incurred by him in connection with any claim made against him or any action, suit or proceeding to which he may be a party by reason of his being or having been a director or officer of the Company. The Company has also entered into Indemnification Agreements with each officer and director pursuant to which the Company will, in general, indemnify such persons to the maximum extent permitted by the Company's Bylaws and the laws of the State of Georgia against any expenses (including attorneys' fees), judgments, fines and amounts paid in settlement incurred in connection with any actual or threatened action or proceeding to which such director or officer is made or threatened to be made a party by reason of the fact that such person is or was a director or officer of the Company. The foregoing provisions may reduce the likelihood of derivative litigation against directors and may discourage or deter shareholders or management from suing directors for breaches of their duty of care, even though such an action, if successful, might otherwise benefit the Company and its shareholders.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code provides that a corporation's articles of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of duty of care or other duty as a director. This Section also provides, however, that such a provision shall not eliminate or limit the liability of a director (i) for any appropriation, in violation of his duties, of any business opportunities of the corporation, (ii) for acts or omissions involving intentional misconduct or a knowing violation of law, (iii) for certain other types of liabilities set forth in the Code and (iv) for transactions from which the director derived an improper personal benefit. Article VI of the Company's Articles of Incorporation contains a provision eliminating or limiting the personal liability of a director of the Company to the fullest extent authorized by the Georgia Business Corporation Code.
In addition, Sections 14-2-851 and 14-2-857 of the Georgia Business Corporation Code, provides for indemnification of directors and officers of the Company for liability and expenses reasonably incurred by them in connection with any civil, criminal, administrative or investigative action, suit or proceeding in which they may become involved by reason of being a director or officer of the Company. Indemnification is permitted if the director or officer acted in a manner which he believed in good faith to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct to be unlawful; provided that the Company may not indemnify any director or officer (i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or (ii) in connection with any other proceeding in which he was adjudged liable on the basis that personal profit was improperly received by him, except as determined by a court of competent jurisdiction. Article 9 of the Company's Bylaws contains a provision providing for the indemnification of officers and directors and advancement of expenses to the fullest extent authorized by the Georgia Business Corporation Code.
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Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit Index elsewhere herein.
Item 9. Undertakings.
a. The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i. To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; and
iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement;
Provided, however, that paragraph a.1.i. and a.1.ii. shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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b. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
e. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 124c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
h. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement or Amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Norcross, Georgia on January 7, 2003.
International Biochemical Industries, Inc.
/s/ Timothy C. Moses
___________________________________________________
By: Timothy C. Moses, Chairman, President,
Chief Executive Officer and Secretary/Treasurer
Name Date
---- ----
/s/ Timothy C. Moses Chairman, President, Chief January 7, 2003
____________________________ Executive Officer and
Timothy C. Moses Secretary/Treasurer
/s/ Dr. Rodothea Mialtou Director January 7, 2003
____________________________
Dr. Rodothea Milatou
/s/ Alan Lingo Director January 7, 2003
____________________________
Alan Lingo
/s/ Dr. Kevin Smith Director January 7, 2003
____________________________
Dr. Kevin Smith
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Page in Sequential Exhibit Index. Number system
1. Not Applicable
2. Not Applicable
3. Not Applicable
4. Instrument defining the rights of security holders - 2002 Stock Option Plan .............................................................8 5. Consent and Opinion of Gary B. Wolff, P.C., 805 Third Avenue, New York, New York 10022 regarding legality of securities registered under this Registration Statement and to the references to such attorney in the Registration Statement ...18
6. Not Applicable
7. Not Applicable
8. Not Applicable
9. Not Applicable
10. Not Applicable
11. Not Applicable
12. Not Applicable
13. Not Applicable
14. Not Applicable
15. Not Applicable
16. Not Applicable
17. Not Applicable
18. Not Applicable
19. Not Applicable
20. Not Applicable
21. Not Applicable
22. Not Applicable
23. Consent of Sherb & Co., LLP, Certified Public Accountants for the Company for years ended June 30, 2001 and 2002 .........................19
24. Not Applicable
25. Not Applicable
26. Not Applicable
27. Not Applicable
99. Prospectus dated September 6, 2002 as amended December 23, 2002 ........20
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Exhibit 4
International Biochemical Industries, Inc.
2002 STOCK OPTION PLAN
As Amended December 23, 2002
1. Purpose of this Plan
This Stock Option Plan (the "Plan") is intended as an employment incentive, to aid in attracting and retaining in the employ or service of International Biochemical Industries, Inc. (the "Company"), a Georgia corporation, and any Affiliated Corporation, persons of experience and ability and whose services are considered valuable, to encourage the sense of proprietorship in such persons, and to stimulate the active interest of such persons in the development and success of the Company. This Plan provides for the issuance of non-statutory stock options ("NSOs" or "Options") which are not intended to qualify as "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Administration of this Plan
The Company's Board of Directors ("Board") may appoint and maintain as administrator of this Plan the Compensation Committee (the "Committee") of the Board which shall consist of at least three members of the Board. Until such time as the Committee is duly constituted, the Board itself shall have and fulfill the duties herein allocated to the Committee. The Committee shall have full power and authority to designate Plan participants, to determine the provisions and terms of respective NSOs (which need not be identical as to number of shares covered by any NSO, the method of exercise as related to exercise in whole or in installments, or otherwise), including the NSO price, and to interpret the provisions and supervise the administration of this Plan. The Committee may, in its discretion, provide that certain NSOs not vest (that is, become exercisable) until expiration of a certain period after issuance or until other conditions are satisfied, so long as not contrary to this Plan.
A majority of the members of the Committee shall constitute a quorum. All decisions and selections made by the Committee pursuant to this Plan's provisions shall be made by a majority of its members. Any decision reduced to writing and signed by all of the members shall be fully effective as if it had been made by a majority at a meeting duly held. The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as it deems advisable. If at any time the Board shall consist of seven or more members, then the Board may amend this Plan to provide that the Committee shall consist only of Board members who shall not have been eligible to participate in this Plan (or similar stock or stock option plan) of the Company or its affiliates at any time within one year prior to appointment to the Committee.
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All NSOs granted under this Plan are subject to, and may not be exercised before, the approval of this Plan by the holders of a majority of the Company's outstanding shares, and if such approval is not obtained, all NSOs previously granted shall be void. Each NSO shall be evidenced by a written agreement containing terms and conditions established by the Committee consistent with the provisions of this Plan.
3. Designation of Participants
The persons eligible for participation in this Plan as recipients of NSOs shall include all full time and part-time employees (as determined by the Committee) and officers of the Company or of an Affiliated Corporation. In addition, directors of the Company or any Affiliated Corporation who are not employees of the Company or an Affiliated Corporation and any attorney, consultant or other adviser to the Company or any Affiliated Corporation shall be eligible to participate in this Plan. For all purposes of this Plan, any director who is not also a common law employee and is granted an option under this Plan shall be considered an "employee" until the effective date of the director's resignation or removal from the Board of Directors, including removal due to death or disability. The Committee shall have full power to designate, from among eligible individuals, the persons to whom NSOs may be granted. A person who has been granted an NSO hereunder may be granted an additional NSO or NSOs, if the Committee shall so determine. The granting of an NSO shall not be construed as a contract of employment or as entitling the recipient thereof to any rights of continued employment.
4. Stock Reserved for this Plan
Subject to adjustment as provided in Paragraph 9 below, a total of 14,000,000 shares of Common Stock ("Stock"), of the Company shall be subject to this Plan. The Stock subject to this Plan shall consist of unissued shares or previously issued shares reacquired and held by the Company or any Affiliated Corporation, and such amount of shares shall be and is hereby reserved for sale for such purpose. Any of such shares which may remain unsold and which are not subject to outstanding NSOs at the termination of this Plan shall cease to be reserved for the purpose of this Plan, but until termination of this Plan, the Company shall at all times reserve a sufficient number of shares to meet the requirements of this Plan. Should any NSO expire or be canceled prior to its exercise in full, the unexercised shares theretofore subject to such NSO may again be subjected to an NSO under this Plan.
5. Option Price
The purchase price of each share of Stock placed under NSO shall not be less than Twenty (20%) Percent of the fair market value of such share on the date the NSO is granted. The fair market value of a share on a particular date shall be deemed to be the average of either (i) the highest and lowest prices at which shares were sold on the date of grant, if traded on a national securities exchange, (ii) the high and low prices reported in the consolidated reporting system, if traded on a "last sale reported" system, such as NASDAQ, or (iii) the high bid and high asked price for over-the-counter securities. If no transactions in the Stock occur on the date of grant, the fair market value shall be determined as of the next earliest day for which reports or quotations are available.
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If the common shares are not then quoted on any exchange or in any quotation medium at the time the option is granted, then the Board of Directors or Committee will use its discretion in selecting a good faith value believed to represent fair market value based on factors then known to them. The cash proceeds from the sale of Stock are to be added to the general funds of the Company.
6. Exercise Period
a. The NSO exercise period shall be a term of not more than ten (10) years from the date of granting of each NSO and shall automatically terminate:
i. Upon termination of the optioned's employment with the Company for cause;
ii. At the expiration of twelve (12) months from the date of termination of the optioned's employment with the Company for any reason other than death, without cause; provided, that if the optioned dies within such twelve-month period, sub-clause
(iii) below shall apply; or
iii. At the expiration of fifteen (15) months after the date of death of the optioned.
b. "Employment with the Company" as used in this Plan shall include employment with any Affiliated Corporation, and NSOs granted under this Plan shall not be affected by an employee's transfer of employment among the Company and any Parent or Subsidiary thereof. An optioned's employment with the Company shall not be deemed interrupted or terminated by a bona fide leave of absence (such as sabbatical leave or employment by the Government) duly approved, military leave, maternity leave or sick leave.
7. Exercise of Options
a. The Committee, in granting NSOs, shall have discretion to determine the terms upon which NSOs shall be exercisable, subject to applicable provisions of this Plan. Once available for purchase, un-purchased shares of Stock shall remain subject to purchase until the NSO expires or terminates in accordance with Paragraph 6 above. Unless otherwise provided in the NSO, an NSO may be exercised in whole or in part, one or more times, but no NSO may be exercised for a fractional share of Stock.
b. NSOs may be exercised solely by the optionee during his lifetime, or after his death (with respect to the number of shares which the optioned could have purchased at the time of death) by the person or persons entitled thereto under the decedent's will or the laws of descent and distribution.
c. The purchase price of the shares of Stock as to which an NSO is exercised shall be paid in full at the time of exercise and no shares of Stock shall be issued until full payment is made therefore.
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Payment shall be made either (i) in cash, represented by bank or cashier's check, certified check or money order (ii) in lieu of payment for bona fide services rendered, and such services were not in connection with the offer or sale of securities in a capital raising transaction, (iii) by delivering shares of the Company's Common Stock which have been beneficially owned by the optioned, the optioned's spouse, or both of them for a period of at least six
(6) months prior to the time of exercise (the "Delivered Stock") in a number equal to the number of shares of Stock being purchased upon exercise of the NSO or (iv) by delivery of shares of corporate stock which are freely tradable without restriction and which are part of a class of securities which has been listed for trading on the NASDAQ system or a national securities exchange, with an aggregate fair market value equal to or greater than the exercise price of the shares of Stock being purchased under the NSO, or (v) a combination of cash, services, Delivered Stock or other corporate shares. An NSO shall be deemed exercised when written notice thereof, accompanied by the appropriate payment in full, is received by the Company. No holder of an NSO shall be, or have any of the rights and privileges of, a shareholder of the Company in respect of any shares of Stock purchasable upon exercise of any part of an NSO unless and until certificates representing such shares shall have been issued by the Company to him or her.
8. Assignability
No NSO shall be assignable or otherwise transferable (by the optioned or otherwise) except by will or the laws of descent and distribution or except as permitted in accordance with SEC Release No.33-7646 as effective April 7, 1999 and in particular that portion thereof which expands upon transferability as is contained in Article III entitled "Transferable Options and Proxy Reporting" as indicated in Section A 1 through 4 inclusive and
Section B thereof. No NSO shall be pledged or hypothecated in any manner, whether by operation of law or otherwise, nor be subject to execution, attachment or similar process.
9. Reorganizations and Recapitalizations of the Company
a. The existence of this Plan and NSOs granted hereunder shall not affect in any way the right or power of the Company or its shareholders to make or authorize any and all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Company's Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale, exchange or transfer of all or any part of its assets or business, or the other corporation act or proceeding, whether of a similar character or otherwise.
b. The shares of Stock with respect to which NSOs may be granted hereunder are shares of the Common Stock of the Company as currently constituted. If, and whenever, prior to delivery by the Company of all of the shares of Stock which are subject to NSOs granted hereunder, the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a Stock dividend, a stock split, combination of shares (reverse stock split) or recapitalization or other increase or reduction of the number of shares of the Common Stock outstanding without receiving compensation therefore in money,
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services or property, then the number of shares of Stock available under this Plan and the number of shares of Stock with respect to which NSOs granted hereunder may thereafter be exercised shall (i) in the event of an increase in the number of outstanding shares, be proportionately increased, and the cash consideration payable per share shall be proportionately reduced; and (ii) in the event of a reduction in the number of outstanding shares, be proportionately reduced, and the cash consideration payable per share shall be proportionately increased.
c. If the Company is reorganized, merged, consolidated or party to a plan of exchange with another corporation pursuant to which shareholders of the Company receive any shares of stock or other securities, there shall be substituted for the shares of Stock subject to the unexercised portions of outstanding NSOs an appropriate number of shares of each class of stock or other securities which were distributed to the shareholders of the Company in respect of such shares of Stock in the case of a reorganization, merger, consolidation or plan of exchange; provided, however, that all such NSOs may be canceled by the Company as of the effective date of a reorganization, merger, consolidation, plan of exchange, or any dissolution or liquidation of the Company, by giving notice to each optioned or his personal representative of its intention to do so and by permitting the purchase of all the shares subject to such outstanding NSOs for a period of not less than thirty (30) days during the sixty (60) days next preceding such effective date.
d. Except as expressly provided above, the Company's issuance of shares of Stock of any class, or securities convertible into shares of Stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into shares of Stock or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to NSOs granted hereunder or the purchase price of such shares.
10. Purchase for Investment
Unless the shares of Stock covered by this Plan have been registered under the Securities Act of 1933, as amended, each person exercising an NSO under this Plan may be required by the Company to give a representation in writing that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof.
11. Effective Date and Expiration of this Plan
This Plan became effective as of September 6, 2002 (the date of its adoption by the Board of Directors) as Amended December 23, 2002 (the date of its adoption by the Board) and no NSO shall be granted pursuant to this Plan after its expiration. This Plan shall expire on September 5, 2012, except as to NSOs then outstanding, which shall remain in effect until they have expired or been exercised.
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12. Amendments or Termination
The Board may amend, alter or discontinue this Plan at any time in such respects as it shall deem advisable in order to conform to any change in any other applicable law, or in order to comply with the provisions of any rule or regulation of the Securities and Exchange Commission required to exempt this Plan or any NSOs granted thereunder from the operation of Section 16(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or in any other respect not inconsistent with Section 16(b) of the Exchange Act; provided, that no amendment or alteration shall be made which would impair the rights of any participant under any NSO theretofore granted, without his consent (unless made solely to conform such NSO to, and necessary because of, changes in the foregoing laws, rules or regulations), and the Board may further amend or alter this Plan in order to increase the total number of shares reserved for the purposes of this Plan except that no amendment or alteration to the Plan shall be made without the approval of stockholders which would:
a. Decrease the NSO price provided for in Paragraph 5 (except as provided in Paragraph 9), or change the classes of persons eligible to participate in this Plan as provided in Paragraph 3; or
b. Extend the NSO period provided for in Paragraph 6; or
c. Materially increase the benefits accruing to participants under this Plan; or
d. Materially modify the requirements as to eligibility for participation in this Plan or
e. Extend the expiration date of this Plan as set forth in Paragraph 11.
13. Government Regulations
This Plan, and the granting and exercise of NSOs hereunder, and the obligation of the Company to sell and deliver shares of Stock under such NSOs, shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
14. Liability
No member of the Board of Directors, the Committee or officers or employees of the Company or any Affiliated Corporation shall be personally liable for any action, omission or determination made in good faith in connection with this Plan.
15. Miscellaneous
a. The term "Affiliated Corporation" used herein shall mean any Parent or Subsidiary.
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b. The term "Parent" used herein shall mean any corporation owning 50 percent or more of the total combined voting stock of all classes of the Company or of another corporation qualifying as a Parent within this definition.
c. The term "Subsidiary" used herein shall mean any corporation more than 50 percent of whose total combined voting stock of all classes is held by the Company or by another corporation qualifying as a Subsidiary within this definition.
d. This 2002 Stock Option Plan and the Amendment thereto is separate and distinct from the Company's prior 2002 Non-Statutory Option Plans as filed with the SEC on December 28, 2001 and March 6, 2002 as Exhibit 4 to Forms S-8, Registration Numbers: 333-76036 and 333-83810 respectively.
16. Options in Substitution for Other Options
The Committee may, in its sole discretion, at any time during the term of this Plan, grant new options to an employee under this Plan or any other stock option plan of the Company on the condition that such employee shall surrender for cancellation one or more outstanding options which represent the right to purchase (after giving effect to any previous partial exercise thereof) a number of shares, in relation to the number of shares to be covered by the new conditional grant hereunder, determined by the Committee. If the Committee shall have so determined to grant such new options on such a conditional basis ("New Conditional Options"), no such New Conditional Option shall become exercisable in the absence of such employee's consent to the condition and surrender and cancellation as appropriate. New Conditional Options shall be treated in all respects under this Plan as newly granted options. Option may be granted under this Plan from time to time in substitution for similar rights held by employees of other corporations who are about to become employees of the Company or an Affiliated Corporation, or the merger or consolidation of the employing corporation with the Company or an Affiliated Corporation, or the acquisition by the Company or an Affiliated Corporation of the assets of the employing corporation, or the acquisition by the Company or an Affiliated Corporation of stock of the employing corporation as the result of which it becomes an Affiliated Corporation.
17. Withholding Taxes
Pursuant to applicable federal and state laws, the Company may be required to collect withholding taxes upon the exercise of a NSO. The Company may require, as a condition to the exercise of a NSO, that the optioned concurrently pay to the Company the entire amount or a portion of any taxes which the Company is required to withhold by reason of such exercise, in such amount as the Committee or the Company in its discretion may determine. In lieu of part or all of any such payment, the optioned may elect to have the Company withhold from the shares to be issued upon exercise of the option that number of shares having a Fair Market Value equal to the amount which the Company is required to withhold.
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18. Transferability in Accordance With Form S-8 as Amended and Effective April 7, 1999
Notwithstanding anything to the contrary as may be contained in this Plan regarding rights as to transferability or lack thereof, all options granted hereunder may and shall be transferable to the extent permitted in accordance with SEC Release No. 33-7646 entitled "Registration of Securities on Form S-8" as effective April 7, 1999 and in particular in accordance with that portion of such Release which expands Form S-8 to include stock option exercise by family members so that the rules governing the use of Form S-8
(a) do not impede legitimate intra family transfer of options and (b) may facilitate transfer for estate planning purposes - all as more specifically defined in Article III, Sections A and B thereto, the contents of which are herewith incorporated by reference.
19. No Stockholder Approval Required for Establishment of Plan
Notwithstanding anything to the contrary contained in this Plan it is the intention of the Company that the Plan comply, in all respects, with what is referred to as a "Broadly Based Plan" in NASDAQ Marketplace Rule 4350(i)(1)(A) and such other sections in the NASDAQ Marketplace Rules as may be applicable to "Broadly Based Plans". In that respect it is understood and agreed as follows:
1. No stockholder approval was required or obtained for establishment of the Plan, nor is any stockholder approval required for this Amendment and approval of the majority of the Company's Board of Directors shall suffice.
2. Less than fifty percent (50%) of all options issued under the Plan shall be issued to officers and directors of the Company; "officers" and "directors" being defined herein in the same manner as defined in Section 16 of the Securities Exchange Act of 1934; and
3. "Broadly Based" as defined herein shall mean that at the end of three (3) years from the date of the Plan as amended at least fifty one percent (51%) of all options granted thereunder shall have been granted to "rank and file" personnel of the Company (i.e., persons who are not officers and directors as defined in "2" above) and that at the anniversary date of each succeeding year no less than 51% of all options granted shall have been granted to the aforesaid "rank and file".
International Biochemical Industries, Inc.
/s/ Timothy C. Moses
By: ________________________________
Timothy C. Moses, President and
Chief Executive Officer
ATTEST:
/s/ Timothy C. Moses
By: ______________________________
Timothy C. Moses, Secretary
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CERTIFICATION OF PLAN ADOPTION
I, the undersigned Secretary of this Corporation, hereby certify that the foregoing 2002 Stock Option Plan was duly approved by the requisite majority of the Company's Board of Directors and subsequently Amended December 23, 2002 in accordance with the required majority of the Company's Board of Directors.
/s/ Timothy C. Moses
____________________________
Timothy C. Moses, Secretary
(SEAL)
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OPTION AGREEMENT
The undersigned hereby grants ________________________________ (pursuant to the International Biochemical Industries, Inc. 2002 Non-Statutory Stock Option Plan dated September 6, 2002, as amended December 23, 2002, an option to purchase ___________ shares of International Biochemical Industries, Inc. (the "Corporation").
Option Period. This option shall be for a period of ten years from the date of this Option Agreement ("Option Period").
Option Price. The option price shall be $_____ per share for an aggregate of $_____ if the entire shares are purchased. The option price of the shares of Common Stock shall be paid in full at the time of exercise and no shares of Common Stock shall be issued until full payment is made therefore. Payment shall be made either (i) in cash, represented by bank or cashier's check, certified check or money order (ii) in lieu of payment for bona fide services rendered, and such services were not in connection with the offer or sale of securities in a capital-raising transaction, (iii) by delivering shares of the undersigned's Common Stock which have been beneficially owned by the optioned, the optioned's spouse, or both of them for a period of at least six (6) months prior to the time of exercise (the "Delivered Stock") in a number equal to the number of shares of Stock being purchased upon exercise of the Option or (iv) by delivery of shares of corporate stock which are freely tradable without restriction and which are part of a class of securities which has been listed for trading on the NASDAQ system or a national securities exchange, with an aggregate fair market value equal to or greater than the exercise price of the shares of Stock being purchased under the Option, or (v) a combination of cash, services, Delivered Stock or other corporate shares.
Shareholder Rights. No holder of an Option shall be, or have any of the rights and privileges of, a shareholder of the Corporation in respect of any shares of Common Stock purchasable upon exercise of any part of an Option unless and until certificates representing such shares shall have been issued by the Corporation to him or her.
Determination of Exercise Date. This Option or a portion of this Option shall be deemed exercised when written notice thereof, accompanied by the appropriate payment in full, is received by the Corporation.
Date: ___________, 2003
International Biochemical Industries, Inc.
By:
Timothy C. Moses, President and Chief Executive Officer
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Exhibit 5
CONSENT AND OPINION OF COUNSEL
Janaury 6, 2003
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-1004
Gentlemen:
I am securities counsel to International Biochemical Industries, Inc., a Georgia corporation (hereinafter the "Company"). I have, in such capacity, examined and I am fully familiar with the Articles of Organization, as amended, and the By-Laws of the Company, and have examined the records of the corporate proceedings. I have also examined and I am fully familiar with such documents as I have considered necessary for rendering my opinion hereinafter set forth.
Based upon the foregoing, I am of the opinion that the shares of Common Stock, no par value, of the Company reserved for issuance under the International Biochemical Industries, Inc. 2002 Stock Option Plan dated September 6, 2002, as Amended December 23, 2002 will, when issued in accordance with the terms of such plan, September 6, 2002 be legally issued, fully paid and non-assessable.
In addition, I hereby consent to the use of our name in the above opinion filed with the Registration Statement on Form S-8.
Very truly yours,
Gary B. Wolff
GBW:hk
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Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
SHERB & CO., LLP
805 Third Avenue
New York, New York 10022
212-838-5100
Fax 212-838-2676
We consent to the incorporation by reference in the Registration Statement of International Biochemical Industries, Inc. on Form S-8 of our report dated September 27, 2002 relating to the financial statements of International Biochemical Industries, Inc. as of years ended June 30, 2001 and 2002 with respect to its consolidated financial statements.
/s/ Sherb & Co., LLP
Sherb & Co., LLP
New York, New York
January 7, 2003
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Exhibit 99
PROSPECTUS
International Biochemical Industries, Inc.
4405 International Blvd. - Suite B109
Norcross, Georgia 30093
Telephone: (770) 925-3653
2002 "Broadly Based" Stock Option Plan, dated September 6, 2002 as Amended December 23, 2002.
SHARES OF COMMON STOCK, NO PAR VALUE
This Prospectus relates to the International Biochemical Industries, Inc. 2002 Stock Option Plan, dated September 6, 2002 as amended to date (the "Stock Option Plan"), pursuant to which officers, directors, attorneys, consultants, other advisors and other employees of International Biochemical Industries, Inc. (the "Company") and its Affiliates are eligible to receive shares of Common Stock of the Company (the "Stock Option Shares") in consideration for their past services. Participants in the Stock Option Plan may make payment for the Stock Option Shares either (i) in cash, represented by bank or cashier's check, certified check or money order (ii) in lieu of payment for bona fide services rendered, and such services were not in connection with the offer or sale of securities in a capital-raising transaction, (iii) by delivering shares of the Company's Common Stock which have been beneficially owned by the optionee, the optionee's spouse, or both of them for a period of at least six (6) months prior to the time of exercise (the "Delivered Stock") in a number equal to the number of Stock Option Shares being purchased upon exercise of the Option or (iv) by delivery of shares of corporate stock which are freely tradable without restriction and which are part of a class of securities which has been listed for trading on the NASDAQ system or a national securities exchange, with an aggregate fair market value equal to or greater than the exercise price of the Stock Option Shares being purchased under the Option, or (v) a combination of cash, services, Delivered Stock or other corporate shares.
Since the sale of any securities of the Company by "affiliates" of the Company may not be made without compliance with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"), or an exemption therefrom (such as that provided by Rule 144 thereunder), the Company plans to advise those participants in the Stock Option Plan who may be "affiliates" of the Company, as such term is defined in Rule 144, (the Company and such participants not so conceding) that any such sales by participants who are not "affiliates" of the Company may be effected without compliance with the registration and prospectus delivery requirements of the Act.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is September 6, 2002 as Amended December 23, 2002
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A copy of any document or part thereof incorporated by reference in the Registration Statement or any other documents required to be delivered to participants pursuant to Rule 428(b) of the Securities Act but not delivered with this Prospectus will be furnished without charge upon written request. Requests should be addressed to: 2002 Stock Option Plan, International Biochemical Industries, Inc., 4405 International Blvd., Suite B109, Norcross, Georgia 30093, telephone number: 770- 925-3653.
The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files reports and other information with the Securities and Exchange Commission. The reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission in Washington, D.C. and at the Midwest Regional Office, Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661_2511. Copies of such material can be obtained from the Public Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates.
No person has been authorized to give any information or to make any representation, other than those contained in this Prospectus, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer or solicitation by anyone in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof.
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TABLE OF CONTENTS
THE COMPANY..................................................................1
GENERAL INFORMATION REGARDING THE
2002 STOCK OPTION PLAN AS AMENDED TO DATE....................................1
THE EMPLOYERS..............................................................1
PURPOSES...................................................................1
PERIOD OF STOCK OPTION PLAN................................................1
ADMINISTRATION.............................................................1
REORGANIZATIONS AND RECAPITALIZATIONS OF THE COMPANY.......................2
SECURITIES TO BE OFFERED.....................................................3
ELIGIBLE PARTICIPANTS........................................................3
PURCHASE OF SECURITIES PURSUANT TO THE STOCK OPTION PLAN
AND PAYMENT FOR SECURITIES OFFERED...........................................4
EXERCISE PERIOD AND TERMINATION............................................4
OPTION PRICE...............................................................5
TRANSFERABILITY............................................................5
NO STOCKHOLDER APPROVAL REQUIRED FOR ESTABLISHMENT OF PLAN...................6
ASSIGNABILITY................................................................6
AMENDMENTS...................................................................6
TAX EFFECTS OF STOCK OPTION PLAN PARTICIPATION...............................7
TAX TREATMENT TO THE PARTICIPANTS..........................................7
FEDERAL INCOME TAX TREATMENT OF NONQUALIFIED STOCK OPTIONS.................7
RESTRICTIONS ON RESALE OF COMMON STOCK.......................................8
LEGAL MATTERS................................................................8
INDEMNIFICATION OF OFFICERS AND DIRECTORS....................................8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................9
FURTHER INFORMATION.........................................................10
EXHIBIT A 2002 STOCK OPTION PLAN DATED SEPTEMBER 6, 2002 AS AMENDED DECEMBER
23, 2002....................................................................11
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THE COMPANY
International Biochemical Industries, Inc. is a Georgia corporation incorporated on June 1, 1995. The Company is currently authorized to issue One Hundred Ten Million (110,000,000) Shares of which One Hundred Million (100,000,000) Shares shall be Common Stock, no par value without cumulative voting rights and without any preemptive rights and 10,000,000 shares shall be Preferred Stock, no par value per share. The Company develops and markets surface modifying antimicrobials and biostatic products. The Company's products are used in customer, industrial and institutional markets, environmental services, and medical device markets. The Company's products are a reactive coating that modifies surfaces of all types by creating a covalent bond between surfaces and chemical agents. For further and more specific information regarding the Company's business activities, reference is herewith made to (a) the Company's Form 10-KSB, as amended to date (as filed with the Securities and Exchange Commission on September 27, 2002) and in particular (but not limited to) Item 1 "Business" and (b) all other reports filed by the Company pursuant to sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the year covered by the Form 10-KSB referred to in (a) above. The full contents of such filings as indicated in (a) and (b) above, as amended to date (including financial statements and exhibits thereto) are herewith incorporated by reference as if fully set forth and repeated herein.
GENERAL INFORMATION REGARDING THE
2002 STOCK OPTION PLAN AS AMENDED TO DATE
The Employers. The Company has its executive offices in Georgia at 4405 International Blvd., Suite B109, Norcross, Georgia 30093 - telephone:
770-925-3653.
Purposes. The Stock Option Plan was adopted by the Board of Directors of the Company on September 6, 2002 and Amended by its Board of Directors on December 23 , 2002 and is intended as an employment incentive, to aid in attracting and retaining in the employ or service of the Company and any Affiliated Corporation, persons of experience and ability and whose services are considered valuable, to encourage the sense of proprietorship in such persons, and to stimulate the active interest of such persons in the development and success of the Company.
Period of Stock Option Plan. The Stock Option Plan shall expire on September 5, 2012 except as to Nonqualified Stock Options then outstanding, which shall remain in effect until they have expired or been exercised.
Administration. The Company's Board of Directors ("Board") may appoint and maintain as administrator of the Stock Option Plan, the Compensation Committee (the "Committee") of the Board which shall consist of at least three members of the Board. Until such time as the Committee is duly constituted, the Board itself shall have and fulfill the duties herein allocated to the Committee. The Committee shall have full power and authority to designate Stock Option Plan participants, to determine the
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provisions and terms of respective Options (which need not be identical as to number of shares covered by any Option, the method of exercise as related to exercise in whole or in installments, or otherwise, including the Option price) and to interpret the provisions and supervise the administration of the Stock Option Plan. The Committee may, in its discretion, provide that certain Options not vest (that is, become exercisable) until expiration of a certain period after issuance or until other conditions are satisfied, so long as not contrary to the Stock Option Plan.
A majority of the members of the Committee shall constitute a quorum. All decisions and selections made by the Committee pursuant to the Stock Option Plan's provisions shall be made by a majority of its members. Any decision reduced to writing and signed by all of the members shall be fully effective as if it had been made by a majority at a meeting duly held. The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as it deems advisable. If at any time the Board shall consist of seven or more members, then the Board may amend the Stock Option Plan to provide that the Committee shall consist only of Board members who shall not have been eligible to participate in the Stock Option Plan (or similar stock or stock option plan) of the Company or its affiliates at any time within one year prior to appointment to the Committee.
Reorganizations and Recapitalizations of the Company.
a. The existence of the Stock Option Plan and Options granted thereunder shall not affect in any way the right or power of the Company or its shareholders to make or authorize any and all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Company's Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale, exchange or transfer of all or any part of its assets or business, or any other corporation act or proceeding, whether of a similar character or otherwise.
b. The Stock Option Shares are shares of the Common Stock of the Company as currently constituted. If, and whenever, prior to delivery by the Company of all of the Stock Option Shares which are subject to Options granted thereunder, the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a Stock dividend, a stock split, combination of shares (reverse stock split) or recapitalization or other increase or reduction of the number of shares of the Common Stock outstanding without receiving compensation therefore in money, services or property, then the number of Stock Option Shares available under the Stock Option Plan and the number of Stock Option Shares with respect to which Options granted thereunder may thereafter be exercised shall (i) in the event of an increase in the number of outstanding shares, be proportionately increased, and the cash consideration payable per share shall be proportionately reduced; and (ii) in the event of a reduction in the number of outstanding shares, be proportionately reduced, and the cash consideration payable per share shall be proportionately increased.
c. If the Company is reorganized, merged, consolidated or party to a plan of exchange with another corporation pursuant to which shareholders of the Company receive any shares of stock or other securities, there shall be
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substituted for the Stock Option Shares subject to the unexercised portions of outstanding Options an appropriate number of shares of each class of stock or other securities which were distributed to the shareholders of the Company in respect of such Stock Option Shares in the case of a reorganization, merger, consolidation or plan of exchange; provided, however, that all such Options may be canceled by the Company as of the effective date of a reorganization, merger, consolidation, plan of exchange, or any dissolution or liquidation of the Company, by giving notice to each optionee or his personal representative of its intention to do so and by permitting the purchase of all the shares subject to such outstanding options for a period of not less than thirty (30) days during the sixty (60) days next preceding such effective date.
d. Except as expressly provided above, the Company's issuance of Stock Option Shares of any class, or securities convertible into Stock Option Shares of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into Stock Option Shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Stock Option Shares subject to options granted thereunder or the purchase price of such shares.
A copy of the Stock Option Plan is attached hereto as Exhibit A.
SECURITIES TO BE OFFERED
Subject to adjustment, a total of 14,000,000 shares of Common Stock ("Stock"), of the Company shall be subject to the Stock Option Plan. The Common Stock subject to the Stock Option Plan shall consist of un-issued shares or previously issued shares reacquired and held by the Company or any Affiliated Corporation, and such amount of shares shall be and is hereby reserved for sale for such purpose. Any of such shares which may remain unsold and which are not subject to outstanding Options at the termination of the Stock Option Plan shall cease to be reserved for the purpose of the Stock Option Plan, but until termination of the Stock Option Plan, the Company shall at all times reserve a sufficient number of shares to meet the requirements of the Stock Option Plan. Should any Option expire or be canceled prior to its exercise in full, the unexercised shares theretofore subject to such Option may again be subjected to an Option under the Stock Option Plan.
On September 6, 2002, the Board of Directors approved the Stock Option Plan and authorized the issuance of 7,000,000 Common Shares to be subject to the Stock Option Plan and the Board of Directors subsequently increased the number of shares available under the Plan from 7,000,000 to 14,000,000 on December 23, 2002.
ELIGIBLE PARTICIPANTS
The persons eligible for participation in the Stock Option Plan as recipients of Options shall include all full-time and part-time employees (as determined by the Committee) and officers of the Company or of an Affiliated
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Corporation. In addition, directors of the Company or any Affiliated Corporation who are not employees of the Company or an Affiliated Corporation and any attorney, consultant or other adviser to the Company or any Affiliated Corporation shall be eligible to participate in the Stock Option Plan. For all purposes of the Stock Option Plan, any director who is not also a common law employee and is granted an option under the Stock Option Plan shall be considered an "employee" until the effective date of the director's resignation or removal from the Board of Directors, including removal due to death or disability. The Committee shall have full power to designate, from among eligible individuals, the persons to whom Options may be granted. A person who has been granted an Option thereunder may be granted an additional Option or Options, if the Committee shall so determine. The granting of an Option shall not be construed as a contract of employment or as entitling the recipient thereof to any rights of continued employment. See, however, "No Shareholder Approval Required for Establishment of Plan".
PURCHASE OF SECURITIES PURSUANT TO THE STOCK OPTION PLAN
AND PAYMENT FOR SECURITIES OFFERED
Consideration for Shares Issued Under the Stock Option Plan. The purchase price of the Stock Option Shares as to which an Option is exercised shall be paid in full at the time of exercise and no Stock Option Shares shall be issued until full payment is made therefore. Payment shall be made either (i) in cash, represented by bank or cashier's check, certified check or money order (ii) in lieu of payment for bona fide services rendered, and such services were not in connection with the offer or sale of securities in a capital-raising transaction, (iii) by delivering shares of the Company's Common Stock which have been beneficially owned by the optionee, the optionee's spouse, or both of them for a period of at least six (6) months prior to the time of exercise (the "Delivered Stock") in a number equal to the number of Stock Option Shares being purchased upon exercise of the Option or (iv) by delivery of shares of corporate stock which are freely tradable without restriction and which are part of a class of securities which has been listed for trading on the NASDAQ system or a national securities exchange, with an aggregate fair market value equal to or greater than the exercise price of the Stock Option Shares being purchased under the Option, or (v) a combination of cash, services, Delivered Stock or other corporate shares. An Option shall be deemed exercised when written notice thereof, accompanied by the appropriate payment in full, is received by the Company. No holder of an Option shall be, or have any of the rights and privileges of, a shareholder of the Company in respect of any Stock Option Shares purchasable upon exercise of any part of an Option unless and until certificates representing such shares shall have been issued by the Company to him or her.
Exercise Period and Termination. The nonqualified stock options exercise period shall be a term of not more than ten (10) years from the date of granting of each nonqualified stock option and shall automatically terminate:
i. Upon termination of the optionee's employment with the Company for cause;
ii. At the expiration of Twelve (12) months from the date of termination of the optionee's employment with the Company for any reason other
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than death, without cause; provided, that if the optionee dies within such twelve month period, sub-clause (iii) below shall apply; or
iii. At the expiration of Fifteen (15) months after the date of death of the optionee.
Employment with the Company as used in the Stock Option Plan shall include employment with any Affiliated Corporation and nonqualified stock options granted under the Stock Option Plan shall not be affected by an employee's transfer of employment among the Company and any Parent or Subsidiary thereof. An optionee's employment with the Company shall not be deemed interrupted or terminated by a bona fide leave of absence (such as sabbatical leave or employment by the Government) duly approved, military leave, maternity leave or sick leave.
Option Price. The Stock Option Plan provides that the option price with respect to each option will not be less than Twenty (20%) Percent of the fair market value of such share on the date the option is granted. The fair market value of a share on a particular date shall be deemed to be the average of either (i) the highest and lowest prices at which shares were sold on the date of grant, if traded on a national securities exchange, (ii) the high and low prices reported in the consolidated reporting system, if traded on a "last sale reported" system, such as NASDAQ, or (iii) the high bid and high asked price for over-the-counter securities. If no transactions in the stock occur on the date of grant, the fair market value shall be determined as of the next earliest day for which reports or quotations are available. If the common shares are not then quoted on any exchange or in any quotation medium at the time the option is granted, then the Board of Directors or Committee will use its discretion in selecting a good faith value believed to represent fair market value based on factors then known to them.
Transferability.
a. Options granted under the Stock Option Plan are transferable by the holder (a) by will or the laws of descent and distribution and (b) to the extent permitted by Form S-8 as amended April 7, 1999. If a participant dies during employment or within three months thereafter, the option granted to him may be exercised by his legal representative to the extent set forth therein until either the expiration of the option or within one year after the date of death, whichever comes first.
b. Notwithstanding anything to the contrary as may be contained in this Plan regarding rights as to transferability or lack thereof, all options granted hereunder may and shall be transferable to the extent permitted in accordance with SEC Release No. 33-7646 entitled "Registration of Securities on Form S-8" as effective April 7, 1999 and in particular in accordance with that portion of such Release which expands Form S-8 to include stock option exercise by family members so that the rules governing the use of Form S-8 (a) do not impede legitimate intra family transfer of options and (b) may facilitate transfer for estate planning purposes - all as more specifically defined in Article III, Sections A and B thereto, the contents of which are herewith incorporated by reference.
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NO STOCKHOLDER APPROVAL REQUIRED FOR ESTABLISHMENT OF PLAN
Notwithstanding anything to the contrary contained in this Prospectus it is the intention of the Company that the Plan comply, in all respects, with what is referred to as a "Broadly Based Plan" in NASDAQ Marketplace Rule 4350(i)(1)(A) and such other sections in the NASDAQ Marketplace Rules as may be applicable to "Broadly Based Plans". In that respect it is understood and agreed as follows:
1. No stockholder approval was required or obtained for establishment of the Plan, nor is any such stockholders' approval required for this Amendment, and approval of the majority of the Company's Board of Directors shall suffice.
2. Less than fifty percent (50%) of all options issued under the Plan shall be issued to officers and directors of the Company; "officers" and "directors" being defined herein in the same manner as defined in Section 16 of the Securities Exchange Act of 1934 and
3. "Broadly Based" as defined herein shall mean that at the end of three (3) years from the date of the Plan as amended at least fifty one percent (51%) of all options granted thereunder shall have been granted to "rank and file" personnel of the Company (i.e., persons who are not officers and directors as defined in "2" above) and that at the anniversary date of each succeeding year no less than 51% of all options granted shall have been granted to the aforesaid "rank and file".
ASSIGNABILITY
No Option shall be assignable or otherwise transferable (by the optionee or otherwise) except by will or the laws of descent and distribution or except as permitted in accordance with SEC Release No.33-7646 as effective April 7, 1999 and in particular that portion thereof which expands upon transferability as is contained in Article III entitled "Transferable Options and Proxy Reporting" as indicated in Section A 1 through 4 inclusive and
Section B thereof. No Option shall be pledged or hypothecated in any manner, whether by operation of law or otherwise, nor be subject to execution, attachment or similar process.
AMENDMENTS
The Board may amend, alter or discontinue the Stock Option Plan at any time in such respects as it shall deem advisable in order to conform to any change in any other applicable law, or in order to comply with the provisions of any rule or regulation of the Securities and Exchange Commission required to exempt the Stock Option Plan or any Options granted thereunder from the operation of Section 16(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or in any other respect not inconsistent with Section 16(b) of the Exchange Act; provided, that no amendment or alteration shall be made which would impair the rights of any participant under any Option theretofore granted, without his consent (unless made solely to conform such Option to, and necessary because of, changes in the foregoing laws, rules or
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regulations), and the Board may further amend or alter this Plan in order to increase the total number of shares reserved for the purposes of the Stock Option Plan except that no amendment or alteration to the Plan shall be made without the approval of stockholders which would:
a. Decrease the Option price provided for in Paragraph 5 (except as provided in Paragraph 9), or change the classes of persons eligible to participate in the Stock Option Plan as provided in Paragraph 3; or
b. Extend the Option period provided for in Paragraph 6; or
c. Materially increase the benefits accruing to participants under the Stock Option Plan; or
d. Materially modify the requirements as to eligibility for participation in the Stock Option Plan; or
e. Extend the expiration date of the Stock Option Plan as set forth in Paragraph 11 of the Stock Option Plan.
TAX EFFECTS OF STOCK OPTION PLAN PARTICIPATION
Tax Treatment to the Participants. The Stock Option Plan provides for the grant of nonqualified stock options. A description of these options and certain federal income tax aspects associated therewith is set forth below. Because tax results may vary due to individual circumstances, each participant in the Stock Option Plan is urged to consult his personal tax adviser with respect to the tax consequences of the exercise of an option or the sale of stock received upon the exercise thereof, especially with respect to the effect of state tax laws.
Federal Income Tax Treatment of Nonqualified Stock Options. No income is recognized by an optionee when a non-qualified stock option is granted. Except as described below, upon exercise of a nonqualified stock option, an optionee is treated as having received ordinary income at the time of exercise in an amount equal to the difference between the option price paid and the then fair market value of the Common Stock acquired. The Company is entitled to a deduction at the same time and in a corresponding amount. The optionee's basis in the Common Stock acquired upon exercise of a nonqualified stock option is equal to the option price plus the amount of ordinary income recognized, and any gain or loss thereafter recognized upon disposition of the Common Stock is treated as capital gain or loss.
Stock acquired by "insiders' (i.e., officers, directors or persons holding 10% or more of the stock of the Company who are subject to the restrictions on short-swing trading imposed by Section 16(b) of the Securities Exchange Act of 1934) upon exercise of nonqualified stock options constitutes "restricted property" and, unless the optionee elects otherwise, the recognition of income upon exercise is deferred to the date upon which the stock acquired upon exercise may first be sold without incurring Section
16(b) liability (generally six months after exercise). If such an optionee does not elect to recognize income upon exercise, the insider will realize
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ordinary income in an amount equal to the difference between the option price and the fair market value on the date the stock may first be sold without incurring Section 16(b) liability.
RESTRICTIONS ON RESALE OF COMMON STOCK
While the Stock Option Plan does not place restrictions on re-sales of Common Stock acquired thereunder, shares acquired under the Stock Option Plan by an "affiliate," as that term is defined in Rule 405, under the Securities Act of 1933, may only be resold pursuant to the registration requirements of the Act, Rule 144 or another applicable exemption therefrom. Generally, sales of securities, including Common Stock of the Company, are subject to antifraud provisions contained in federal and state securities laws. Acquisitions (including acquisitions under the Stock Option Plan) and dispositions of Common Stock of the Company by an officer, director or affiliate of the Company within any six month period may give rise to the right of the Company to recapture any profit from such transactions pursuant to Section 16(b) of the Securities Exchange Act of 1934.
It is advisable for a participant to consult with legal counsel concerning the securities law implications of his exercise of options and his acquisition or disposition of shares of Common Stock under the Stock Option Plan.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Gary B. Wolff, P.C., 805 Third Avenue, New York, New York 10022.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Bylaws provide for the Company to indemnify each director and officer of the Company against liabilities imposed upon him (including reasonable amounts paid in settlement) and expenses incurred by him in connection with any claim made against him or any action, suit or proceeding to which he may be a party by reason of his being or having been a director or officer of the Company. The Company has also entered into Indemnification Agreements with each officer and director pursuant to which the Company will, in general, indemnify such persons to the maximum extent permitted by the Company's Bylaws and the laws of the State of Georgia against any expenses (including attorneys' fees), judgments, fines and amounts paid in settlement incurred in connection with any actual or threatened action or proceeding to which such director or officer is made or threatened to be made a party by reason of the fact that such person is or was a director or officer of the Company. The foregoing provisions may reduce the likelihood of derivative litigation against directors and may discourage or deter shareholders or management from suing directors for breaches of their duty of care, even though such an action, if successful, might otherwise benefit the Company and its shareholders.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code provides that a corporation's articles of incorporation may contain a
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provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of duty of care or other duty as a director. This Section also provides, however, that such a provision shall not eliminate or limit the liability of a director (i) for any appropriation, in violation of his duties, of any business opportunities of the corporation, (ii) for acts or omissions involving intentional misconduct or a knowing violation of law, (iii) for certain other types of liabilities set forth in the Code and (iv) for transactions from which the director derived an improper personal benefit. Article VI of the Company's Articles of Incorporation contains a provision eliminating or limiting the personal liability of a director of the Company to the fullest extent authorized by the Georgia Business Corporation Code.
In addition, Sections 14-2-851 and 14-2-857 of the Georgia Business Corporation Code, provides for indemnification of directors and officers of the Company for liability and expenses reasonably incurred by them in connection with any civil, criminal, administrative or investigative action, suit or proceeding in which they may become involved by reason of being a director or officer of the Company. Indemnification is permitted if the director or officer acted in a manner which he believed in good faith to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct to be unlawful; provided that the Company may not indemnify any director or officer (i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or (ii) in connection with any other proceeding in which he was adjudged liable on the basis that personal profit was improperly received by him, except as determined by a court of competent jurisdiction. Article 9 of the Company's Bylaws contains a provision providing for the indemnification of officers and directors and advancement of expenses to the fullest extent authorized by the Georgia Business Corporation Code.
The Company also maintains directors and officers liability insurance which insures against liabilities that directors and officers of the Company may incur in such capacities.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in the registration statement:
a. The registrant's latest annual report on Form 10-KSB.
b. All other reports filed by the registrant pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the year covered by the Form 10-KSB referred to in (a) above; and
c. Not Applicable.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a
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part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
FURTHER INFORMATION
A Registration Statement on Form S-8 was filed by the Company with the Securities and Exchange Commission, Washington, D.C., under the Securities Act of 1933. This Prospectus omits certain of the information contained in the Registration Statement and reference is hereby made to the Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the securities to which this Prospectus relates. Statements herein contained concerning the provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement. Each such statement is qualified in its entirety by such reference.
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Exhibit A
OPTION AGREEMENT
The undersigned hereby grants __________________ (pursuant to the International Biochemical Industries, Inc. 2002 Non-Statutory Stock Option Plan dated September 6, 2002, as amended December 23, 2002, an option to purchase _________ shares of International Biochemical Industries, Inc. (the "Corporation").
Option Period. This option shall be for a period of ten years from the date of this Option Agreement ("Option Period").
Option Price. The option price shall be $_________ per share for an aggregate of $_________ if the entire shares are purchased. The option price of the shares of Common Stock shall be paid in full at the time of exercise and no shares of Common Stock shall be issued until full payment is made therefore. Payment shall be made either (i) in cash, represented by bank or cashier's check, certified check or money order (ii) in lieu of payment for bona fide services rendered, and such services were not in connection with the offer or sale of securities in a capital-raising transaction, (iii) by delivering shares of the undersigned's Common Stock which have been beneficially owned by the optioned, the optioned's spouse, or both of them for a period of at least six
(6) months prior to the time of exercise (the "Delivered Stock") in a number equal to the number of shares of Stock being purchased upon exercise of the Option or (iv) by delivery of shares of corporate stock which are freely tradable without restriction and which are part of a class of securities which has been listed for trading on the NASDAQ system or a national securities exchange, with an aggregate fair market value equal to or greater than the exercise price of the shares of Stock being purchased under the Option, or (v) a combination of cash, services, Delivered Stock or other corporate shares.
Shareholder Rights. No holder of an Option shall be, or have any of the rights and privileges of, a shareholder of the Corporation in respect of any shares of Common Stock purchasable upon exercise of any part of an Option unless and until certificates representing such shares shall have been issued by the Corporation to him or her.
Determination of Exercise Date. This Option or a portion of this Option shall be deemed exercised when written notice thereof, accompanied by the appropriate payment in full, is received by the Corporation.
Date: ___________, 2003
International Biochemical Industries, Inc.
By:
Timothy C. Moses, President and Chief Executive Officer
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End of Filing
The best weapon against "fear" is "facts"!!
International BioChemical Industries, and Nova BioGenetics Have Decided To Join Research Centers at IBCI
Monday January 13, 11:53 am ET
ATLANTA, Jan. 13 /PRNewswire-FirstCall/ -- International BioChemical Industries, Inc. (OTC Bulletin Board: IBCL - News) announced today that Nova BioGenetics has decided to join research centers at IBCI headquarters. IBCI has entered into this arrangement to strengthen its capability for marketing and sales support for its products. IBCI will continue to provide R&D technical support to Nova; however, Nova will be sharing in and supporting some of IBCI's overhead as well as furthering the research capabilities of IBCI. The company believes the combined center will strengthen sales into the market and develop a stronger pipeline of new products. In addition, IBCI has elected to issue additional S-8 shares to support its legal efforts in the protection and necessary legal actions of the Company's patents.
About: International BioChemical Industries
International BioChemical Industries, Inc. is a Norcross, Georgia-based emerging growth company focused in biotechnology and antimicrobial products. Its core business is committed to the discovery, development, marketing and sale of surface-modifying antimicrobial and biostatic products. The company's antimicrobial technology is an alternative to conventional sanitizers, disinfectants, bleaches, biocides or preservatives primarily because it kills bacteria on contact and can remain active for extended time periods. To date IBCI has received four US patents and eight EPA registrations, including the first U.S. germ killer and disinfectant against Salmonella cholerasuis, Staphylococcus aureus and other microorganisms. The company has developed several alliances in different industries, such as healthcare, textiles and storm water.
Further information on IBCI and its line of products can be found by visiting the firm's web site at http://www.bioshield.com , or by calling 1-770-925-3653, Tim Moses.
Safe Harbor/Forward-looking Statements:
Statements in this news release that are not historical are forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of IBCI; the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. IBCI does not undertake to revise or update any forward- looking statement to reflect events or circumstances that may arise after the date hereof. BioShield is a trademark of IBCI.
The best weapon against "fear" is "facts"!!
IBCI's Partner, Nova BioGenetics, Fills Two Key Positions for Marketing IBCI's Products: National Sales Manager and Technical Marketing Manager
Wednesday January 8, 9:01 am ET
Effective Start Date: February 1, 2003
ATLANTA, Jan. 8 /PRNewswire-FirstCall/ -- International BioChemical Industries, Inc. (OTC Bulletin Board: IBCL - News) is pleased to announce that Nova BioGenetics, IBCI's master distribution partner, has filled two key positions for marketing IBCI's products. Ms. Deirdre Baker stated, "After months of reorganization, we are pleased our partner is building a team of highly qualified personnel increasing Nova's ability to provide the right people to market IBCI's products. Both professionals have microbiology degrees and combined experience of over 35 years in the biocide industry and they have worked with the IBCI/BioShield technology for over two years. With their experience, they bring a nationwide network of sales and marketing representatives for the products and a significant number of key account contacts within the antimicrobial industry. Moreover, they bring to the company additional technologies including a multitude of other products to be marketed under the IBCI/Nova joint venture." The expansion of our partner's quality team brings an entirely new dimension to the sale of IBCI products, which has not previously been in place and opens new markets for both IBCI and Nova.
About International BioChemical Industries, Inc.:
International BioChemical Industries, Inc. is a Norcross, Georgia-based emerging growth company focused in biotechnology and antimicrobial products. Its core business is committed to the discovery, development, marketing and sale of surface-modifying antimicrobial and biostatic products. The company's antimicrobial technology is a revolutionary alternative to conventional sanitizers, disinfectants, bleaches, biocides or preservatives primarily because it kills bacteria on contact and can remain active for extended time periods. To date BioShield has received four US patents and eight EPA registrations, including the first U.S. germ killer and disinfectant against Salmonella cholerasuis, Staphylococcus aureus and other microorganisms. The company has developed several alliances in different industries, such as healthcare, textiles and storm water. Further information on IBCI and its line of products can be found by visiting the firm's web site at http://www.bioshield.com , or by calling Deirdre Baker at 1-770-925-3653.
Safe Harbor/Forward-looking Statements:
Statements in this news release that are not historical are forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of IBCI the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. IBCI does not undertake to revise or update any forward- looking statement to reflect events or circumstances that may arise after the date hereof. BioShield is a trademark of IBCI.
The best weapon against "fear" is "facts"!!
IBCI Hires GLP-certified Microbiologist for R&D and Technical Support
Tuesday January 7, 12:07 pm ET
ATLANTA, Jan. 7 /PRNewswire-FirstCall/ -- International BioChemical Industries, Inc. (OTC Bulletin Board: IBCL - News) is pleased to announce that Mr. David Kien has joined the IBCI team. Mr. Kien is a GLP (Good Laboratory Practices) certified microbiologist. Among other things, his responsibilities and focus will be to conduct studies, tests, protocols, R&D, and provide technical support for customers. Mr. Kien has substantial knowledge regarding IBCI/BioShield technology, its uses, applications/methods and technological compatibility issues. Ms. Deirdre Baker stated, "Mr. Kien brings to the company a wealth of biocide information and experience which is needed to support our growing customer base."
About International BioChemical Industries, Inc.:
International BioChemical Industries, Inc. is a Norcross, Georgia-based emerging growth company focused in biotechnology and antimicrobial products. Its core business is committed to the discovery, development, marketing and sale of surface-modifying antimicrobial and biostatic products. The company's antimicrobial technology is a revolutionary alternative to conventional sanitizers, disinfectants, bleaches, biocides or preservatives primarily because it kills bacteria on contact and can remain active for extended time periods. To date IBCI has received four U.S. patents and eight EPA registrations, including the first U.S. germ killer and disinfectant against Salmonella cholerasuis, Staphylococcus aureus and other microorganisms. The company has developed several alliances in different industries, such as healthcare, textiles and storm water. Further information on IBCI and its line of products can be found by visiting the firm's web site at http://www.bioshield.com , or by calling Deirdre Baker at 1-770-925-3653.
Safe Harbor/Forward-looking Statements:
Statements in this news release that are not historical are forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of IBCI the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. IBCI does not undertake to revise or update any forward- looking statement to reflect events or circumstances that may arise after the date hereof. BioShield is a trademark of IBCI.
The best weapon against "fear" is "facts"!!
IBCI'S Partner NOVA BIOGENETICS Set to Sign New Joint Venture Contract With Megastar in China
Monday January 6, 10:21 am ET
ATLANTA, Jan. 6 /PRNewswire-FirstCall/ -- International BioChemical Industries, Inc. (OTC Bulletin Board: IBCL - News), is pleased to announce Nova Biogenetics has set to sign a new joint venture agreement with Megastar of China, with an anticipated closing by mid January. Under the new format there are performance criteria that are required to be met, as well as LOC's for all orders; however, the program is not based on guaranteed revenue amounts, rather estimated quarterly amounts. The program is based on a working relationship between the two companies to meet the objectives of IBCI, Nova and Megastar. Megastar will provide Nova status reports and plans on a regular basis, including projected volumes by quarter as part of the new program. Ms. Deirdre Baker stated, "after months of negotiation we are very excited about Nova rejuvenating the relationship with Megastar and moving to the quarterly projected purchase rate. Megastar plans to begin reordering under the new agreement by the second quarter of this calendar year." The new agreement expands the opportunities in the Asian markets including Japan, Malaysia and other areas of Asia.
About International BioChemical Industries, Inc.:
International BioChemical Industries, Inc. is a Norcross, Georgia-based emerging growth company focused in biotechnology and antimicrobial products. Its core business is committed to the discovery, development, marketing and sale of surface-modifying antimicrobial and biostatic products. The company's antimicrobial technology is a revolutionary alternative to conventional sanitizers, disinfectants, bleaches, biocides or preservatives primarily because it kills bacteria on contact and can remain active for extended time periods. To date International BioChemical Industries, Inc. has received four U.S. patents and eight EPA registrations, including the first U.S. germ killer and disinfectant against Salmonella cholerasuis, Staphylococcus aureus and other microorganisms. The company has developed several alliances in different industries, such as healthcare, textiles and storm water. Further information on IBCI and its line of products can be found by visiting the firm's web site at http://www.bioshield.com , or by calling Deirdre Baker at 1-770-925-3653.
Safe Harbor/Forward-looking Statements:
Statements in this news release that are not historical are forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of IBCI the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. IBCI does not undertake to revise or update any forward- looking statement to reflect events or circumstances that may arise after the date hereof. BioShield is a trademark of IBCI.
The best weapon against "fear" is "facts"!!
International BioChemical Industries Announces That It Has Signed a 'Master Distribution Agreement' With Nova BioGenetics, Inc.
Friday December 27, 2:22 pm ET
ATLANTA, Dec. 27 /PRNewswire-FirstCall/ -- International BioChemical Industries, Inc. (OTC Bulletin Board: IBCL - News) announced today that it signed a master distribution agreement with its joint partner Nova BioGenetics, Inc. IBCI has entered into this agreement to strengthen its capability for marketing of its products. IBCI will continue to provide R&D technical support to Nova as well as production of products, while maintaining a stronger profit margin due to reduction in overhead.
The company believes this approach will strengthen sales into the market and develop a stronger pipeline. Under this agreement Nova will undertake all sales efforts for IBCI products, technical sales support and marketing programs. Nova has demonstrated they're capable of bringing strong distribution connections to the technology and the ability to move forward on sales agreements. Nova's financial commitment to marketing IBCI's products will give IBCI the required strength to move the products forward with the appropriate marketing and staff.
About: International BioChemical Industries
International BioChemical Industries, Inc. is a Norcross, Georgia-based emerging growth company focused in biotechnology and antimicrobial products. Its core business is committed to the discovery, development, marketing and sale of surface-modifying antimicrobial and biostatic products. The company's antimicrobial technology is an alternative to conventional sanitizers, disinfectants, bleaches, biocides or preservatives primarily because it kills bacteria on contact and can remain active for extended time periods. To date IBCI has received four U.S. patents and eight EPA registrations, including the first U.S. germ killer and disinfectant against Salmonella cholerasuis, Staphylococcus aureus and other microorganisms. The company has developed several alliances in different industries, such as healthcare, textiles and storm water.
Further information on IBCI and its line of products can be found by visiting the firm's web site at http://www.bioshield.com , or by calling 1-770-925-3653, Tim Moses.
Safe Harbor/Forward-looking Statements:
Statements in this news release that are not historical are forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of IBCI; the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. IBCI does not undertake to revise or update any forward- looking statement to reflect events or circumstances that may arise after the date hereof. BioShield is a trademark of IBCI.
The best weapon against "fear" is "facts"!!
International BioChemical Industries Considers 'Custody Only' Trading
Wednesday December 4, 2:40 pm ET
ATLANTA, Dec. 4 /PRNewswire-FirstCall/ --
International Biochemical Industries, Inc. (OTC Bulletin Board: IBCL - News) announced today that it is considering adopting "custody only" trading, as other companies aware of naked shorts are beginning to shut down the manipulation of their stock as a possible mechanism to protect the company's stockholders against naked short selling of the company's stock.
The company believes this approach to dealing with the "naked short" issue warrants further investigation and consideration.
Under "custody only" trading, a company would implement a share transfer system which requires that any transfers of the company's stock be made only by delivery of physical stock certificates. Once received by the company's transfer agent, the certificates of the selling stockholder would be cancelled and a new certificate for the same number of shares would be issued in the buyer's name. Under such a system, no certificates would be issued in the name of Depository Trust Company, CEDE & Co. or any other nominee, and thus the company believes its shares would no longer clear through the DTC system. This procedure is one way to ensure buyers that any purchase they make of the company's stock will be from bona fide stockholders and not from naked short sellers.
The company has not made any final decision regarding the implementation of "custody only" trading of its stock. However, if the company decides to implement "custody only" trading, it intends to seek the approval of its stockholders prior to taking such action.
About: International BioChemical Industries
International BioChemical Industries, Inc. is a Norcross, Georgia-based emerging growth company focused in biotechnology and antimicrobial products. Its core business is committed to the discovery, development, marketing and sale of surface-modifying antimicrobial and biostatic products. The company's antimicrobial technology is a revolutionary alternative to conventional sanitizers, disinfectants, bleaches, biocides or preservatives primarily because it kills bacteria, including HIV, on contact and can remain active for extended time periods. To date BioShield has received three US patents and eight EPA registrations, including the first U.S. germ killer and disinfectant against Salmonella cholerasuis, Staphylococcus aureus and other microorganisms. The company has developed several alliances in different industries, such as healthcare, textiles and storm water.
Further information on IBCI and its line of products can be found by visiting the firm's web site at http://www.bioshield.com , or by calling 1-770-925-3653, Deirdre Baker.
Safe Harbor/Forward-looking Statements:
Statements in this news release that are not historical are forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the company, including areas such as: developing technologies; dependence on collaborative partners; the inherent complexity and uncertainty regarding the development of products; early-stage development of IBCI; the result of research and development efforts; future capital needs; uncertainty of additional funding; government regulations; and other factors which are detailed in the company's periodic reports and registration statements filed with the Securities and Exchange Commission. IBCI does not undertake to revise or update any forward- looking statement to reflect events or circumstances that may arise after the date hereof. BioShield is a trademark of IBCI.
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Source: International BioChemical Industries, Inc.
The best weapon against "fear" is "facts"!!
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