-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UN1tzG7UOBCYLmouKh+Zv5B2T+T30ulO4PG0dMhjdtBceF+nPU8XwpW8HfiDt2Gu rNApUeshakKhdTcoogRwPQ== 0001144204-05-028906.txt : 20050915 0001144204-05-028906.hdr.sgml : 20050915 20050915135859 ACCESSION NUMBER: 0001144204-05-028906 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050912 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20050915 DATE AS OF CHANGE: 20050915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMAZON BIOTECH INC CENTRAL INDEX KEY: 0001088781 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 870416131 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26753 FILM NUMBER: 051086353 BUSINESS ADDRESS: STREET 1: 43 WEST 33RD STREET STREET 2: SUITE 405 CITY: NEW YORK STATE: NY ZIP: 84107 BUSINESS PHONE: (212) 695-3003 MAIL ADDRESS: STREET 1: 43 WEST 33RD STREET STREET 2: SUITE 405 CITY: NEW YORK STATE: NY ZIP: 84107 FORMER COMPANY: FORMER CONFORMED NAME: ASYST CORP DATE OF NAME CHANGE: 19990615 8-K 1 v025735_8k.txt 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) SEPTEMBER 12, 2005 ----------------------------- AMAZON BIOTECH, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) UTAH 0-26753 87-0416131 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 43 WEST 33RD STREET, SUITE 405, NEW YORK, NEW YORK 10001 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 695-3003 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(C) under the Exchange Act (17 CFR 240.13e-4(c)) 1 SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Not applicable. ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. Not applicable. ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP. Not applicable. SECTION 2 - FINANCIAL INFORMATION ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. Not applicable. ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. Not applicable. ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. Not applicable. ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT. Not applicable. ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. Not applicable. ITEM 2.06 MATERIAL IMPAIRMENTS. Not applicable. SECTION 3 - SECURITIES AND TRADING MARKETS ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD: TRANSFER OF LISTING. Not applicable. ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. Not applicable. ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. Not applicable. 2 SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not applicable. ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW. Not applicable. SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT. Not applicable. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (a), (c) Effective September 12, 2005, Angelo Chinnici, M.D. resigned his positions as Chief Executive Officer and director of Amazon Biotech, Inc. due to his desire to focus more of his attention on his private practice. Dr. Chinnici's resignation was not based upon any disagreement with us on any matter relating to our operations, policies or practices. Dr. Chinnici has been appointed to our Scientific Advisory Board and will be involved in the Phase I/II clinical studies of our HIV/AIDS drug known as AMZ 0026. (b) Not applicable. (d) On September 12, 2005, pursuant to a resolution, our Board of Directors appointed Simcha Edell to our Board of Directors. Please refer to our Current Report on Form 8-K dated July 13, 2005 for a description of Mr. Edell's business experience. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS: CHANGE IN FISCAL YEAR. Not applicable. ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS. Not applicable. ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS. Not applicable. SECTION 6 - [RESERVED] Not applicable. SECTION 7 - REGULATION FD ITEM 7.01 REGULATION FD DISCLOSURE. Not applicable. SECTION 8 - OTHER EVENTS 3 ITEM 8.01 OTHER EVENTS. Not applicable. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. Not applicable. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMAZON BIOTECH, INC. (Registrant) Date: September 13, 2005 By: /s/ Mechael Kanovsky, Ph.D. --------------------------- Mechael Kanovsky, Ph.D., President 4 -----END PRIVACY-ENHANCED MESSAGE-----