-----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, TZQQ6VS/6z+gtFUSNhwq0TLFJzCXA7vgBoSBKWq5N2tfJhGTSneZ1p+DHwKPz1rv ooclYdstCY2yunhwKq0s1A== 0001092306-06-000289.txt : 20060421 0001092306-06-000289.hdr.sgml : 20060421 20060421172017 ACCESSION NUMBER: 0001092306-06-000289 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060420 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060421 DATE AS OF CHANGE: 20060421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BV PHARMACEUTICAL INC CENTRAL INDEX KEY: 0001282496 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-113726 FILM NUMBER: 06773465 BUSINESS ADDRESS: STREET 1: 2890 VASSAR STREET STREET 2: STE A CITY: RENO STATE: NV ZIP: 89509 BUSINESS PHONE: 604-856-1984 MAIL ADDRESS: STREET 1: 2890 VASSAR STREET STREET 2: STE A CITY: RENO STATE: NV ZIP: 89509 8-K 1 form8k042006.txt FORM 8-K DATED 04-20-06 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) April 3, 2006 Radial Energy, Inc. -------------------------------------- (Exact name of registrant as specified in its charter) Nevada 333-113726 72-1580091 - ---------------------------- --------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1313 East Maple St. Bellingham WA 98225 --------------------------------------------- ----------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 360-685-4200 BV PHARMACEUTICAL, INC. ----------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K 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)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On April 19, 2006, the Company entered into a Letter of Intent with Zeigler-Peru, Inc., to form a joint venture for an oil drilling project in Peru. Pursuant to the LOI, the Company will obtain a 20% working interest, and 18% revenue interest, in the Peruvian Huaya Anticline Project, Block 100, oil prospect located near the analogous Maquia Field. As consideration for this interest, which is only for one well, the Company will pay US$1,650,000. The Company will be a minority investor only in the project, and will not be the operator. Management believes the prospect is a low-risk opportunity to discover and develop a field with production potential, but there can be no assurance the prospect will achieve such potential. Formal agreement is expected to be reached by May 5, 2006, and the first well is to expected to be drilled by the end of the 3rd quarter of 2006, with production anticipated by year end. The project encompasses a structural closure of 534 acres, with the potential for 41 well locations. The Company believes there is currently an established oil market offering international prices and an existing transportation network with refineries nearby. The Company has contracted Gustavson and Associates of Boulder, Colorado, to perform a reserve assessment with a preliminary finding to be provided prior to the anticipated May 5, 2006, closing. There are no material relationships between the registrant or its affiliates and any of the parties, other than in respect of the agreement. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. Effective April 17, 2006, Lee Southern resigned as a Director, Treasurer and CFO of the Company. G. Leigh Lyons, Director, President and Secretary of the Company, has been appointed to serve as Treasurer and CFO of the Company until the next annual meeting of shareholders. The Company is seeking a suitable replacement for Mr. Southern as Director. Mr. Southern's resignation was not based on any disagreements with the Company. Mr. Lyons has over 22 years experience in the domestic and international oil and gas sector, specializing in general management, corporate governance, strategic planning, acquisitions and project management. He recently founded Sound Energy Advisors LLC a consulting company dedicated to providing corporate management and governance services to start-up and emerging energy companies. Mr. Lyons is the President and director of Digital Ecosytems Corp. (OTC BB: DGEO) and Benem Ventures Inc. (BNM.H: NEX Exchange). From 2000 to 2005, Mr. Lyons was Chief Operating Officer and Project Director for Gas TransBoliviano S.A., a Shell/Enron controlled gas transmission company headquartered in Bolivia. Other positions held by Mr. Lyons include, President and Director of Can West Exploration Inc., a junior exploration company operating in Colombia, Vice President of Exploration and Production for Compania General de Combustibles S.A. in Buenos Aires, and Vice President of Corporate Development for Global Natural Resources Inc. in Houston. Mr. Lyons received his Bachelor of Arts in Earth Science from the University of California, Santa Cruz in 1984 and is an Alumnus of the Harvard Business School having completed the Advanced Management Program in 2004. Mr. Lyons has entered into an employment agreement with the Company, commencing April 1, 2006, for an initial term of three (3) years, with base compensation of US$180,000.00 per year, plus reimbursement of all Company-related expenses incurred. Mr. Lyons also is eligible for a bonus and a stock grant, in the discretion of the Board of Directors, plus health benefits of approximately $800.00 per month and an auto allowance of $400.00 per month. The Company may terminate the employment agreement for "Cause", as defined in the agreement, upon 30 days' prior written notice, and Mr. Lyons may terminate the employment agreement for "Good Reason", as defined in the agreement, upon 30 days' prior written notice. Under certain circumstances, the Company may become obligated to pay Mr. Lyons substantial cash penalties upon termination, all as set forth in the agreement. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR Effective April 3, 2006, the Company, pursuant to a statutory merger with a Colorado corporation under NRS Ch. 92A.200, in which the Company was the surviving entity, amended Article 1 of its Articles of Incorporation to change its name to "Radial Energy, Inc." ITEM 9.01 EXHIBITS 2 and 3(i) Amendment to Articles of Incorporation 99.1 Press Release 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. BV Pharmaceutical, Inc. By: /s/ G. LEIGH LYONS ----------------- G. Leigh Lyons President Dated: April 19, 2006 EX-2 2 ex2.txt ARTICLES OF MERGER EXHIBIT 2 AND 3(i) [STATE LOGO GOES HERE] DEAN HELLER SECRETARY OF STATE 204 NORTH CARSON STREET, SUITE 1 CARSON CITY, NEVADA 89701-4289 (775) 584 5708 WEBSITE: secretaryofstate.biz ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 1 ABOVE SPACE IS FOR OFFICE USE ONLY (Pursuant to Nevada Revised Statutes Chapter 92A) Excluding 92A.200(4b)) 1. Name and jurisdiction of organization of each constituent entity (NRS 92.A.200). If there are more than four merging entities, check box [ ] and attach on 8 1/2" x 11" blank sheet containing the required information for each additional entity. Radial Energy Inc. Name of merging entity Colorado Corporation Jurisdiction Entity type* Name of merging entity Jurisdiction Entity type* Name of merging entity Jurisdiction Entity type* Name of merging entity Jurisdiction Entity type* end, BV Pharmaceutical, Inc. Name of surviving entity Nevada Corporation Jurisdiction Entity type* * Corporation, non-profit corporation, limited partnership, limited-liability company or business trust. Filing Fee: $350.00 This form must be accompanied by appropriate fees. [STATE LOGO GOES HERE] DEAN HELLER SECRETARY OF STATE 204 NORTH CARSON STREET, SUITE 1 CARSON CITY, NEVADA 89701-4289 (775) 584 5708 WEBSITE: secretaryofstate.biz ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 2 ABOVE SPACE IS FOR OFFICE USE ONLY 2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90): Attn: n/a: 3) (Choose One) [X} The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200). [ ] The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.190) 4) Owner's approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity) (If there are more than four merging entities, check box [ ] and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity): (a) Owner's approval was not required from Radial Energy Inc. Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable and, or; BV Pharmaceutical, Inc. Name of surviving entity, if applicable This form must be accompanied by appropriate fees [STATE LOGO GOES HERE] DEAN HELLER SECRETARY OF STATE 204 NORTH CARSON STREET, SUITE 1 CARSON CITY, NEVADA 89701-4289 (775) 584 5708 WEBSITE: secretaryofstate.biz ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 3 ABOVE SPACE IS FOR OFFICE USE ONLY (b) The plan was approved by the required consent of the owners of*: Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable and, or: Name of surviving entity, if applicable *Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger. This form must be accompanied by appropriate fees [STATE LOGO GOES HERE] DEAN HELLER SECRETARY OF STATE 204 NORTH CARSON STREET, SUITE 1 CARSON CITY, NEVADA 89701-4289 (775) 584 5708 WEBSITE: secretaryofstate.biz ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 4 ABOVE SPACE IS FOR OFFICE USE ONLY (c) Approval of plan merger for Nevada non-profit corporation (NRS 92.A 160): The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation: Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable and, or: Name of surviving entity, if applicable This form must be accompanied by appropriate fees [STATE LOGO GOES HERE] DEAN HELLER SECRETARY OF STATE 204 NORTH CARSON STREET, SUITE 1 CARSON CITY, NEVADA 89701-4289 (775) 584 5708 WEBSITE: secretaryofstate.biz ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 5 ABOVE SPACE IS FOR OFFICE USE ONLY 5) Amendments, if any, to the articles of certificate of the surviving entity. Provide article numbers, if available (NRS 92A.200): Article I The name of the Corporation is Radial Energy Inc. 6) Location of Plan of Merger (check a or b): [X] (a) The entire plan of merger is attached; or, [ ] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other piece of business opf the surviving entity (NRS 92A.200). 7) Effective date (optional)"" *Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "restated" or "Amended and Restate," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended an/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent. Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed. ** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240). This form must be accompanied by appropriate fees. [STATE LOGO GOES HERE] DEAN HELLER SECRETARY OF STATE 204 NORTH CARSON STREET, SUITE 1 CARSON CITY, NEVADA 89701-4289 (775) 584 5708 WEBSITE: secretaryofstate.biz ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 6 ABOVE SPACE IS FOR OFFICE USE ONLY 8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership' All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)* (if there are more than four merging entities, check box [ and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity.): Radial Energy Inc. Name of merging entity /s/ G. L. LYONS President 03-27-06 _____________________ Signature Title Date Name of merging entity _____________________ Signature Title Date Name of merging entity _____________________ Signature Title Date Name of merging entity _____________________ Signature Title Date BV Pharmaceutical, Inc. Name of surviving entity /s/ G. L. LYONS President 03-27-06 _____________________ Signature Title Date *The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees PLAN OF MERGER (a) CONSTITUENT CORPORATIONS: BV Pharmaceutical, Inc. (A Nevada corporation) Radial Energy Inc. (A Colorado corporation) BV Pharmaceutical, Inc. ("BVP") has only one class of stock outstanding, that being common stock. BVP has 35,065,824 shares of common stock outstanding, with each share entitled to one vote. Radial Energy Inc. ("REI") has only one class of stock outstanding, that being common stock. REI has 100 shares of common stock issued and outstanding, with each share entitled to one vote. BVP owns all of the issued and outstanding shares of REI. (b) SURVIVING CORPORATION: BV Pharmaceutical, Inc. (A Nevada corporation) (c) Effective as of the date of the merger, (i) all shares of REI shall be cancelled, (ii) all assets of REI shall become assets of BVP, (iii) all liabilities of REI shall be assumed by BVP, (iv) REI shall cease to exist and (v) BVP's name will be changed to: Radial Energy Inc. (d) REI agrees that it may be served with process in Colorado, by registered or certified mail (return receipt requested) in any proceeding for enforcement of any obligation of REI in Colorado, as well as for the enforcement of any obligation of REI arising from the merger, including any suit or other proceeding to enforce the rights of any stockholders as determined in appraisal proceedings pursuant to Sections 7-113-101 through 7-113-302 of the Colorado Business Corporation Act. EX-99.1 3 ex99-1.txt PRESS RELEASE EXHIBIT 99.1 - Press Release April 20, 2006- 9:00 a.m. EDT RADIAL ENERGY ANNOUNCES INTEREST IN PERUVIAN OIL PROJECT - -------------------------------------------------------- Radial Energy Inc. (OTC BB: RENG) (the "Company") wishes to announce it has entered into a Letter of Intent ("LOI") to obtain a 20% working interest in the Peruvian Huaya Anticline Project, Block 100 oil prospect located nearby to the analogous Maquia Field which has produced 17 million barrels of oil to-date. Management believes that the prospect is a low-risk opportunity to discover and develop a field with a potential for up to 20 million barrels of oil with excellent economics. Formal agreement is to be reached by May 5, 2006, and the first well is to be drilled by the end of the 3rd quarter of 2006 with production targeted by year end. The project encompasses a structural closure of 534 acres, with the potential for 41 well locations. There is an established oil market offering international prices and an existing transportation network with refineries nearby. The play indicates positive preliminary data with a shallow drilling depth and initial production rates ("IPR") of between 200 to 800 barrels per day, per well. The Company has contracted Gustavson and Associates of Boulder, Colorado to perform a reserve assessment with a preliminary finding to be provided prior to the anticipated May 5th closing. Company President G. Leigh Lyons stated, "The Huaya Anticline Block 100 prospect is the ideal starting point for the company to grow as we position ourselves firmly in the energy sector. The reservoir and hydrocarbon risk are very low as the well drilled on the flank of the structure drilled through almost 200 feet of high-quality sandstone and both drill stem and production tests on the top portion of the reservoir yielded 37 API oil. Furthermore, 2D seismic over the prospect and dip meter data gathered from the flank well indicate that the structure develops up dip to the northwest of the well with a closure of 500 to 600 acres and a reservoir thickness of 150 to 200 feet in the primary target. Interestingly, we have also identified two other reservoir targets. These petrophysical parameters are almost identical to the nearby Maquia Field, which has produced almost 17 million barrels of oil from the same reservoirs we are targeting for development here. Importantly, the concession agreement has been executed with the Peruvian government, the environmental permits have been acquired and we have a green light to drill by the end of the third quarter." Full details of the agreement will be made publicly available per regulatory requirements with the SEC and will be published on the Company's soon-to-be-completed website. The Company anticipates further information will be released as it becomes available. ABOUT THE COMPANY Radial Energy is poised to create a significant oil and gas exploration and production company by establishing a solid cash flow basis in domestic and international unconventional plays with low geological risk and high technology upside, and to leverage that cash flow and experience towards applying cutting-edge drilling and completion technologies (common in North America) to mature fields in areas such as Latin America. Forward-Looking Statements: Except for statements of historical fact, the information presented herein may contain forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations and changes in consumer and business consumption habits and other factors over which Radial Energy Inc. has little or no control. ON BEHALF OF THE BOARD Radial Energy Inc. G. Leigh Lyons, President Plan on visiting our new website at WWW.RADIALENERGYINC.COM -- COMING SOON Source: Market Wire (April 20, 2006 - 9:00 AM EDT) -----END PRIVACY-ENHANCED MESSAGE-----