-----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, O1CXYYU400koQt5QJtQtrKgmLn2WrpxlBAADRvA+FuoZnqH50UoqqzBUtoVEJwYG uMQZO6fcawYrkrRBpYDYsg== 0001144204-04-022366.txt : 20041221 0001144204-04-022366.hdr.sgml : 20041221 20041221171235 ACCESSION NUMBER: 0001144204-04-022366 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041217 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041221 DATE AS OF CHANGE: 20041221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTALEX INC CENTRAL INDEX KEY: 0001099215 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 912003490 STATE OF INCORPORATION: NM FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28385 FILM NUMBER: 041218216 BUSINESS ADDRESS: STREET 1: PO BOX 30952 CITY: ALBUQUERQUE STATE: NM ZIP: 87190 BUSINESS PHONE: 2158629720 MAIL ADDRESS: STREET 1: PO BOX 30952 CITY: ALBUQUERQUE STATE: NM ZIP: 87190 8-K 1 form8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) December 21, 2004 (December 17, 2004) PROTALEX, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-28385 91-2003490 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 145 Union Square Drive, New Hope, PA 18938-1365 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 215-862-9720 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (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)) SECTION 8 - OTHER EVENTS ITEM 8.01 OTHER EVENTS On December 17, 2004, Protalex, Inc. ("Protalex") sent letters to certain beneficial owners of Protalex common stock who are identified as "selling stockholders" in Protalex's Registration Statement on Form SB-2 (File No. 333-109846) filed with the Securities and Exchange Commission on October 20, 2003. The form of letter, which discusses the status of the prospectus included in the Registration Statement, is attached as an exhibit to this report as Exhibit 99.1 and is incorporated herein by reference. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Form of letter sent to selling stockholders. 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. Protalex, Inc. -------------------------------------------- (Registrant) Date: December 21, 2004 /s/ Marc L. Rose ----------------- -------------------------------------------- By: Marc L. Rose Title: Vice President of Finance, Chief Financial Officer and Treasurer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------------------------------------------- 99.1 Form of letter sent to selling stockholders. EX-99 2 ex99.txt Exhibit 99.1 [PROTALEX LETTERHEAD] December 15, 2004 Dear Stockholder, This letter is being sent to you in connection with the Investor Rights Agreement (the "Rights Agreement") entered into on September 18, 2003 by and among Protalex, Inc. (the "Company") and certain investors, including you (the "Investors"), contemporaneously with the Investors' purchase of securities (the "Shares") pursuant to the Securities Purchase Agreement (the "Purchase Agreement") dated September 18, 2003. On October 20, 2003 the Company filed with the Securities and Exchange Commission ("SEC") a registration statement on Form SB-2 (the "Registration Statement") covering the resale of the Shares by the Investors. The Registration Statement was declared effective by the SEC on December 8, 2003 and remains effective to this date. However, Section 10(a)(3) of the Securities Act of 1933, as amended, (the "Act") provides that a prospectus used more than nine months after the effective date of a registration statement cannot include information more than 16 months old. The prospectus included in the Registration Statement includes May 31, 2003 financial statements. Consequently, as of September 30, 2004 (i.e., 16 months from the date of the May 31, 2003 financial statements), the prospectus ceased to meet the requirements of Section 10(a)(3) of the Act. To address this development, the Company filed with the SEC on November 4, 2004 a Post-Effective Amendment No. 1 to the Registration Statement (the "1st Amendment") containing updated financial statement information. The SEC selected the 1st Amendment for a full review and on December 1, 2004 submitted comments to the Company regarding the Amendment. The Company and its outside counsel are currently drafting responses to the SEC's comments and preparing a further post-effective amendment to the Registration Statement, both of which will require further information from you and the other Investors (see below). UNTIL A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE SEC, THE PROSPECTUS WILL NOT BE IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT. THUS, ANY SALE OF THE SHARES USING THIS PROSPECTUS WILL BE IN VIOLATION OF SECURITIES LAWS. Many of you may be able to use Rule 144 to effectuate sales of your Shares. Please contact the Company first, however, before undertaking any sales of your Shares. The Company will be sending you a selling shareholder questionnaire, which will allow you to confirm your Share ownership and to provide other information required to be included in the updated prospectus, if applicable. Upon receipt, please complete the questionnaire and return it promptly to the Company pursuant to the instructions provided with that questionnaire. Please note that Investors are required to provide the Company with the requested information under Section 3.7 of the Investor Rights Agreement. Please do not hesitate to contact me if you have any questions. Sincerely, /s/ Steven H. Kane Steven H. Kane President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----