-----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, AYMrsBzB0tZj7H6CkRMXMILay6v0r9IpefVKyZ/OC2p5JdAwEfF55GkKTfr01/dC 92DxlorTOg3vKoOJnVinKA== 0001144204-04-013874.txt : 20040903 0001144204-04-013874.hdr.sgml : 20040903 20040903165014 ACCESSION NUMBER: 0001144204-04-013874 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040901 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040903 DATE AS OF CHANGE: 20040903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL LIFE SCIENCES INC CENTRAL INDEX KEY: 0001144499 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 330967353 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33333 FILM NUMBER: 041017309 BUSINESS ADDRESS: STREET 1: 2020 MAIN STREET, SUITE 600 STREET 2: 2020 MAIN STREET, SUITE 600 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9493868982 FORMER COMPANY: FORMER CONFORMED NAME: TOO GOURMET INC DATE OF NAME CHANGE: 20010710 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): SEPTEMBER 1, 2004 ------------------ GLOBAL LIFE SCIENCES, INC. (Exact Name of Registrant as Specified in Its Charter) NEVADA (State or Other Jurisdiction of Incorporation) 000-33333 37-9374101 (Commission File Number) (IRS Employer Identification No.) 555 WEST FIFTH STREET, SUITE 3000, LOS ANGELES, CALIFORNIA 90013 (Address of Principal Executive Offices) (Zip Code) (213) 533-4110 (Registrant's Telephone Number, Including Area Code) 2020 MAIN STREET, SUITE 600, IRVINE, CALIFORNIA, 92606 (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 140.14d-2(b)) ITEM 8.01. OTHER EVENTS. We executed a Mutual Rescission Agreement (the "Rescission Agreement") on September 1, 2004, that was effective as of August 26, 2003, with Prof. Dr. Dr. Hans-Jurgen Reimann ("Prof. Reimann") and Dr. Antje Reimann ("Dr. Reimann"). Pursuant to the terms of the Rescission Agreement, we rescinded the Asset Purchase and Sale Agreement that, effective as of September 22, 2003, we had entered with Prof. Reimann and Dr. Reimann, whereby, as of that date, we believed that we had acquired, from Prof. Reimann and Dr. Reimann, the medical business assets and related intellectual property (the "Assets and Business") of a medical laboratory and service provider, doing business as the Internationale Fachklinik. Pursuant to the terms and conditions of the Rescission Agreement, (i) the Asset Purchase and Sale Agreement and all agreements entered into by and among the parties to it in connection with it (collectively, the "Purchase Agreements") were rescinded as of September 22, 2003, (ii) are deemed to have been of no force or effect as if each of the Purchase Agreements had never been executed and delivered, and (iii) Prof. Reimann, Dr. Reimann, and we are now restored to the position each of us was in immediately prior to the execution of each of the Purchase Agreements. In connection with the rescission, and effective as of September 22, 2003, (i) the 26,500,000 shares of our common stock that were issued in connection with the Purchase Agreements have been cancelled, (ii) the 3,500,000 options to purchase shares of our common stock that were granted in connection with the Purchase Agreements have been cancelled, (iii) certain additional shares of our common stock that were issued and sold to various persons subsequent to September 22, 2003, have been cancelled, and (iv) any and all of our rights in and to the Assets and Business have been returned to Prof. Reimann and Dr. Reimann. As of September 2, 2004, Thomas Kuspert resigned as our chief financial officer and a director. As a result of the Rescission Agreement, our Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 5, 2003, and our amendment to that Current Report on Form 8-K/A, filed on March 4, 2004, which included financial statements prepared by Frank Kisch, on behalf of Prof. Reimann and Dr. Reimann in respect of the Assets and Business, are hereby deemed to be of no force or effect and are superseded by this Current Report. On September 2, 2004, we filed a Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 on Form 15 with the Securities and Exchange Commission. On September 2, 2004, we issued a press release concerning the rescission, the resignation, and the Form 15 filing. A copy of the Rescission Agreement is filed herewith as Exhibit 10.1 and a copy of the press release is filed herewith as Exhibit 99.1. ITEM 9.01(C) EXHIBITS. 10.1 Mutual Rescission Agreement. 99.1 Press Release, dated September 2, 2004. 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. Date: September 2, 2004 GLOBAL LIFE SCIENCES, INC. By: /s/ William Bosso ------------------------------ William Bosso President EX-10.1 2 ex-10_1.txt MUTUAL RESCISSION AGREEMENT This Mutual Rescission Agreement (this "Agreement") is entered into and effective as of this 26th day of August 2004, by and among Prof. Dr. Dr. Hans-Jurgen Reimann ("Prof. Reimann"), Dr. Antje Reimann ("Dr. Reimann"), and Global Life Sciences, Inc., a Nevada corporation formerly known as Too Gourmet, Inc., a Nevada corporation (the "Company"; with Prof. Reimann and Dr. Reimann, the "Parties" and each, a "Party"). RECITALS A. The Parties entered into an Asset Purchase and Sale Agreement, with an effective date of September 22, 2003 (the "Purchase Agreement"), whereby the Company acquired the medical business assets and related intellectual property (the "Acquired Assets and Business") of a medical laboratory and service provider, doing business as the Internationale Fachklinik, from Prof. Reimann and Dr. Reimann (the "Transaction"). B. In exchange for the Acquired Assets and Business, Prof. Reimann and Dr. Reimann and their designees collectively received from the Company 26,500,000 shares of the Company's common stock (the "Acquisition Shares") and options to purchase up to an additional 3,500,000 shares of the Company's common stock at an exercise price of $0.10 per share, exercisable on or before September 21, 2006 (the "Acquisition Options"). C. The above-referenced designees were Thomas Kuspert, Rudi Prochnow, Thorsten Barth, Sanja Makitan, Claudia Knotzsch, Swiss Equities Group Inc., Seaport Partners, Inc., Westie International Ltd., BF Acquisition Group I, Inc., Peter Kneib, Susann Kacprzyk, and Frank Kisch (collectively, the "Shares Designees"). D. The Company has issued "S-8 Shares" (the "S-8 Issued Shares") to the following individuals and has reserved (the "S-8 Reserved Shares") an equivalent number of shares to the following individuals: Prof. Reimann 93,750 Dr. Reimann 93,750 Thomas Kuspert 46,875 Claudia Knotzsch 46,875 Harrysen Mittler 93,750 E. The Parties have determined that it is in the best interest of the Parties mutually to rescind the Purchase Agreement and return the Parties to their respective asset and common stock immediately positions prior to the Transaction. NOW, THEREFORE, in consideration of the above recitals and the mutual benefits contained herein, the Parties agree as follows: 1. RESCISSION. The Purchase Agreement and all agreements entered into by and among the Parties in connection therewith are hereby rescinded as of the effective date thereof, are of no force or effect as if each of the same had never been executed and delivered, and each of the Parties to this Agreement will be restored to the position it was in immediately before each of such agreements was executed, with respect to the Acquisition Shares, the Acquisition Options, the S-8 Shares, and the Acquired Assets and Business in the manner and on the terms set forth hereinbelow. 2. ACQUISITION SHARES; ACQUISITION OPTIONS; S-8 SHARES. Upon execution of this Agreement by Prof. Reimann and Dr. Reimann, each of Prof. Reimann and Dr. Reimann and, through them, each of the Shares Designees shall surrender to the Company for cancellation certificates representing the Acquisition Shares and the Acquisition Options and shall execute stock powers effecting same. Upon the execution of this Agreement by Prof. Reimann and Dr. Reimann, each of Prof Reimann and Dr. Reimann and, through them, each of the original issuees of the S-8 Issued Shares shall surrender to the Company for cancellation certificates representing S-8 Issued Shares that were owned of record or beneficially by their original issuees as of August 10, 2004 (the "Remaining S-8 Issued Shares"), and shall execute stock powers effecting same. Upon the execution of this Agreement by Prof. Reimann and Dr. Reimann, all of the Acquisition Shares, Acquisition Options, Remaining S-8 Issued Shares, and S-8 Reserved Shares shall be deemed cancelled, as if the same had never been issued and the issuees and grantees, respectively, shall not have any entitlements thereto. If any of the stock certificates representing the Acquisition Shares or the shares acquired through the exercise of the Acquisition Options shall have been lost, stolen or destroyed, the Party claiming such certificates to be so lost, stolen or destroyed shall make an affidavit of that fact and post a bond or other collateral security in such reasonable amount as the Company may direct as indemnity against any claim that may be made with respect to such certificate. 3. ACQUIRED ASSETS AND BUSINESS. Upon execution of this Agreement by Prof. Reimann and Dr. Reimann and by an authorized officer of the Company, all of the Acquired Assets and Business are deemed to be returned and transferred to Prof. Reimann and Dr. Reimann. Any and all agreements with and obligations to any and all third parties in respect thereof shall also be deemed amended hereby to provide that Prof. Reimann and Dr. Reimann, or their designees who are not otherwise affiliated with the Company, shall be substituted for the Company and that all of such agreements and obligations will be deemed novated such that the Company not be a party to any such agreements and will not be obligated therefor. Such agreements and obligations shall be deemed to include, but not be limited to, rescission and cancellation of any and all shares issued by the Company from and after September 22, 2003, with the exceptions of the S-8 Issued Shares (as the disposition and treatment of such shares are set forth in Section 2, above), the exception of the shares and options set forth hereinbelow: Bauwert Development Gamma GMBH 200,000 BF Acquisition Group I Inc 1,200,000 Summit Partners Ltd 900,000 TPC Partner 900,000 Stormblast Capital 900,000 TPC Partner Option Agreement (dated June 15, 2004) 4. BOARD RESIGNATIONS. Effective as of the date of this Agreement, each of Prof. Reimann and Dr. Reimann shall have resigned as an officer, employee, or consultant of the Company and Thomas Kuspert (a Party through Prof. Reimann and Dr. Reimann as a member of the Shares Designees) shall have resigned as an officer, employee, or consultant of the Company and as a member of its Board of Directors. 5. NO ASSIGNMENT. Each of the Parties to this Agreement represents and warrants that he/she/it has not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, or by operation of law, any matters released pursuant to this Agreement or any portion of it, or any interest in the Purchase Agreement or any agreements entered into in connection therewith. Prof. Reimann and Dr. Reimann and, through them, each of the Shares Designees each further represents and warrants that none of the Acquisition Shares or any shares purchased through exercise of the Acquisition Options is subject to any lien, claim, charge, encumbrance, pledge, security interest or claim of others. 6. SECTION 16 REPORTS. Each of Prof. Reimann, Dr. Reimann, and each of the appropriate Shares Designees (with the exception of all affiliates of BF Acquisition Group I., Inc.) shall amend any reports filed by each of them pursuant to Section 16 of the Securities Exchange Act of 1934 to reflect the return of their Acquisition Shares and Acquisition Options to the Company. 7. RELEASE BY PROF. REIMANN AND DR. REIMANN. Each of Prof. Reimann and Dr. Reimann and, through them, each of the Shares Designees (with the exception of all affiliates of BF Acquisition Group I., Inc.; collectively, the "Releasing Parties Group"), for themselves and for each of their administrators, assigns, agents, heirs, attorneys, employees, executors and/or representatives releases and discharges the Company and its past, present, and future affiliates, divisions, parents, subsidiaries, predecessor and successor corporations, directors, officers, administrators, partners, joint venturers, alleged alter egos, agents, servants, employees, representatives, assigns, successors-in-interest, predecessors-in-interest, attorneys and/or representatives (collectively, the "Released Parties Group"), of and from any and all claims, demands, causes of action, obligations, damages, debts, losses, costs, expenses, attorneys' fees, liabilities and indemnities of any nature whatsoever, whether known or unknown, whether past, present or future, whether based on contract, tort, statute or other legal or equitable theory of recovery, which as of the effective date of this Agreement, each member of the Releasing Parties Group has, had, may cause to have or may claim against any member of the Released Parties Group in any way arising out of, based on, connected with or incidental to any debts, duties or liabilities concerning the Transaction, the Purchase Agreement or any agreements executed in connection therewith. Each member of the Releasing Parties Group understands and acknowledges that, after execution of this Agreement, they may incur or suffer loss, damage, or injury which is in some way caused by or related to the claims released herein, but which is unknown or unanticipated at the time of the execution of this Agreement. Further, there is a risk that loss or damage presently known may be or become greater than they now expect or anticipate. Each member of the Releasing Parties Group assumes such risks, and the releases contained herein shall apply to all unknown and unanticipated results arising from or relating to the claims released, as well as those known and anticipated. Each member of the Releasing Parties Group hereby specifically waives the benefit of the provisions of Section 1542 of the Civil Code of the State of California, which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 8. INDEMNIFICATION BY PROF. REIMANN, DR. REIMANN, AND THE SHARES DESIGNEES. Each of Prof. Reimann, Dr. Reimann, and, through them, each of the Shares Designees (with the exception of all affiliates of BF Acquisition Group I., Inc.) agrees to indemnify and hold the Company harmless from any loss, cost, damage, expense (including attorneys' fees) or any liability therefore based upon, in connection with, or arising out of this Agreement. 9. COVENANT NOT TO SUE BY PROF. REIMANN, DR. REIMANN, AND THE SHARES DESIGNEES. Each of Prof. Reimann, Dr. Reimann, and, through them, each of the Shares Designees (with the exception of all affiliates of BF Acquisition Group I., Inc.) covenants not to commence or maintain any action, whether at law or in equity, for any damages, liability, cause of action, judgment or claims arising out of or related to the Transaction, the Purchase Agreement or any agreements executed in connection therewith, whether now existing or arising in the future, against the Company. This covenant shall be binding upon, and inure to, the benefit of the Parties, their successors and assigns. 10. CHOICE OF LAW. This Agreement will be enforced and governed and construed by and in accordance with the laws of the State of California. 11. INTERPRETATION; ATTORNEY'S FEES. This Agreement shall not constitute an admission of liability by any Party for any purpose, except as otherwise provided herein. The Parties hereto have participated jointly in the negotiation and drafting hereof; accordingly, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship hereof. In the event any Party to this Agreement brings any legal or equitable action against any other Party to this Agreement to enforce or interpret any provision of this Agreement, the prevailing Party, as determined in the court's discretion, will be entitled to recover costs and attorneys fees in the proceeding. 12. OTHER DOCUMENTS. Each Party will, from time to time, at the request of any other Party to this Agreement, execute, acknowledge and deliver any other documents or instruments and take any other actions as may be reasonably required or requested to more effectively carry out the terms of this Agreement. 13. AMENDMENT. This Agreement may be amended only by the written agreement of all of the Parties hereto. IN WITNESS WHEREOF, the Parties hereto execute this Agreement upon the date first set forth above. /s/ PROF. DR. DR. HANS-JURGEN REIMANN - --------------------------------------------------------- PROF. DR. DR. HANS-JURGEN REIMANN, (individually and on behalf of the Shares Designees) /s/ DR. ANTJE REIMANN - --------------------------------------------------------- DR. ANTJE REIMANN, (individually and on behalf of the Shares Designees) GLOBAL LIFE SCIENCE, INC. By:/s/ William Busso ----------------------------------------------------- William Bosso, President EX-99.1 3 ex-99_1.txt PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: WILLIAM J BOSSO 770-777-6795 DATE: SEPTEMBER 2, 2004 HEADLINE: GLOBAL LIFE SCIENCES, INC. MUTUALLY RESCINDS AGREEMENT WITH INTERNATIONALE FACHKLINK BODY: ON SEPTEMBER 1, 2004 GLOBAL LIFE SCIENCES, INC. (GBLS PK) EXECUTED A MUTUAL RESCISSION AGREEMENT (THE "RESCISSION AGREEMENT") WITH PROFESSOR DR. DR. HANS-JURGEN REIMANN ("PROF. REIMANN") AND DR. ANTJE REIMANN ("DR. REIMANN"). PURSUANT TO THE TERMS AND CONDITIONS OF THE RESCISSION AGREEMENT, ALL AGREEMENTS ENTERED INTO BY AND AMONG THE PARTIES TO IT IN CONNECTION WITH THE "PURCHASE AGREEMENTS" WERE RESCINDED AS OF SEPTEMBER 22, 2003, ARE DEEMED TO HAVE BEEN OF NO FORCE OR EFFECT AS IF EACH OF THE PURCHASE AGREEMENTS HAD NEVER BEEN EXECUTED AND DELIVERED. IN CONNECTION WITH THE RESCISSION, AND EFFECTIVE AS OF SEPTEMBER 22, 2003, THE 26,500,000 SHARES OF OUR COMMON STOCK AND THE 3,500,000 OPTIONS TO PURCHASE OUR COMMON STOCK, HAVE BEEN CANCELLED. CERTAIN ADDITIONAL SHARES OF OUR COMMON STOCK THAT WERE ISSUED AND SOLD TO VARIOUS PERSONS SUBSEQUENT TO SEPTEMBER 22, 2003 HAVE ALSO BEEN CANCELLED, AND ANY AND ALL OF OUR RIGHTS IN AND TO THE ASSETS AND BUSINESS HAVE BEEN RETURNED TO PROF. REIMANN AND DR. REIMANN. ON SEPTEMBER 2, 2004, WE FILED A CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12G OF THE SECURITIES EXCHANGE ACT OF 1934 ON FORM 15 WITH THE SECURITIES AND EXCHANGE COMMISSION. ON SEPTEMBER 2, 2004, THOMAS KUSPERT RESIGNED AS OUR CHIEF FINANCIAL OFFICER AND A DIRECTOR. -----END PRIVACY-ENHANCED MESSAGE-----