BSTI 8-K
Discussion, etc. re: AERUS
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8-K: BIOSHIELD TECHNOLOGIES INC
(EDGAR Online via COMTEX) --
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) May 16, 2002
BIOSHEILD TECHNOLOGIES, INC.
________________________________________
(Exact Name of Registrant as Specified in its Charter)
Georgia 0-24913 58-2181628
---------------- ---------------- -------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
4505 International Boulevard, Suite B-109, Norcross, Georgia 30093
________________________________________
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: 770-925-3653
Item 5. Other Events
On May 16, 2002, the Company entered into a Letter Agreement ("Agreement") with Aerus with respect to a proposed arrangement involving a possible merger or combination of the Company and Aerus. In accordance therewith (and subject to Aerus' completion, to its satisfaction, of its Due Diligence investigation) Aerus has agreed to seek up to Twenty Million ($20,000,000) Dollars as part of any recapitalization of the combined enterprises. The Due Diligence process is expected to be concluded on or before September 16, 2002.
The foregoing summarizes certain pertinent information contained in the aforesaid Agreement but does not purport to be a complete summary of such Agreement. A copy of the Agreement is filed as Exhibit 99 to this Current Report on Form 8-K and the contents of such Exhibit are incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99. Agreement dated May 16, 2002 by and between the Company and Aerus.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BIOSHIELD TECHNOLOGIES, INC.
By: /s/ Timothy C. Moses
--------------------
Timothy C. Moses
President and Chief Executive Officer
Dated: June 6, 2002
EXHIBIT 99
A E R U S
E L E C T R O L U X
May 16, 2002
Mr. Tim Moses Bioshield Technologies, Inc. 4405 International Blvd. Suite B109 Norcross, Georgia 30093
Re: Proposed Strategic Business Relationship By and Between
Bioshield Technologies, Inc. ("Bioshield") and Aerus LLC ("Aerus")
Dear Tim:
This letter ("Letter") follows your telephone conversation last week with Jeff Harvey with respect to a proposed arrangement between Aerus and Bioshield involving a possible merger or combination of our Companies. This approach could include a possible reverse acquisition of Aerus into Bioshield. We would seek up to $20 million in new funds as part of the recapitalization of the combined enterprise and the parties will mutually agree upon any appropriate contributions of new funds on an equity basis.
Aerus' next steps would be to conduct due diligence of Bioshield. Our investigations would initially be focused on review of patents, EPA registration and product efficiency studies and reports, and would continue with legal and accounting review as our discussions continue. The process would commence immediately and would be concluded within 120 days (the "Diligence Period"). During the Diligence Period, each party will work with the other exclusively, diligently and in good faith to explore and potentially ultimately consummate a business relationship of the nature contemplated herein.
Specifically, during the Diligence Period, neither party will commence negotiations, nor enter into agreements, regarding merger, consolidation or recapitalizations of their respective companies so long as the Diligence Period proceeds in the manner discussed in the previous paragraph.
BioShield may, however, engage in any form of debt and/or equity financing or licensing activities as are currently conducted or contemplated as part of its normal course of business.
Except for the exclusive nature of the Diligence Period, nothing discussed or identified in this Letter shall be binding on either party unless and until final terms shall be set forth in a written agreement executed and delivered by both parties. This Letter and the contents hereof shall not be dependent upon or affected by the outcome, if any, of a proposed license arrangement contemplated by a separate letter.
If the foregoing reflects our agreement, please execute a copy of this letter in the space provided below.
We look forward to getting started with this opportunity.
Sincerely,
AERUS LLC
By: _______________________________ Name: Title:
BIOSHIELD TECHNOLOGIES, INC.
By: _______________________________ Name: Title:
(c) 1995-2002 Cybernet Data Systems, Inc. All Rights Reserved
Received by Edgar Online May 16, 2002
CIK Code: 0001059623
Accession Number: 0001161697-02-000159
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