-----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, NHmn6tIJkWSUWOM1eHwrLOC6oyQd1Su7lqKX2TKHLMMQ1ILu3PiUE6bY9EOQPdBL GH6a9GKQpq+U0Q4Gg5h1kw== /in/edgar/work/20000705/0001012895-00-000231/0001012895-00-000231.txt : 20000920 0001012895-00-000231.hdr.sgml : 20000920 ACCESSION NUMBER: 0001012895-00-000231 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000705 ITEM INFORMATION: FILED AS OF DATE: 20000705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNOTECHNOLOGY CORP CENTRAL INDEX KEY: 0000789097 STANDARD INDUSTRIAL CLASSIFICATION: [6770 ] IRS NUMBER: 841016435 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24641 FILM NUMBER: 667906 BUSINESS ADDRESS: STREET 1: 1661 LAKEVIEW CIRCLE CITY: OGDEN STATE: UT ZIP: 84403 BUSINESS PHONE: 8013993632 8-K 1 0001.txt CURRENT REPORT ON FORM 8-K 1 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 June 21, 2000 ------------------------------------------------- (Date of Report: Date of earliest event reported) IMMUNOTECHNOLOGY CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-24641 84-1016435 - ---------------------------- ----------------------- -------------------- (State or other jurisdiction (Commission File Number) (IRS Employer ID No.) of incorporation) 1661 Lakeview Circle, Ogden, Utah 84403 ------------------------------------------------ (Address of principal executive office) Registrant's telephone number, including area code: (801) 399-3632 -------------- Not Applicable --------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS 1. Issuance of Shares on Conversion of Promissory Note - ------------------------------------------------------ On June 21, 2000, the Registrant's board of directors approved the issuance of 1,115,673 shares of the Registrant's common stock to David Knudson, the Secretary/Treasurer of the Registrant, in exchange for the conversion of $34,864.78 in principle and accrued interest pursuant to the terms of a Promissory Note between the Registrant and Mr. Knudson. Prior to the conversion of the Promissory Note, the Company had 4,884,327 shares of its common stock issued and outstanding. After giving effect to the issuance of the conversion shares to Mr. Knudson, the Registrant had 6,000,000 shares of common stock issued and outstanding. The shares issued to Mr. Knudson constitute restricted securities issued pursuant to section 4(2) of the Securities Act of 1933, as amended. 2. Letter of Intent to Acquire Beverly Hills Auctioneers, Inc. - -------------------------------------------------------------- On May 19, 2000, the Registrant executed a letter of intent to acquire 100% of the outstanding common stock of Beverly Hills Auctioneers, Inc., Beverly Hills, California, for newly-issued shares of capital stock of the Registrant. The terms of the letter of intent and the press release issued by the Registrant in connection with the proposed transaction have been attached as exhibits to this report and are incorporated herein by this reference. (c) Exhibits. The following exhibits are included as part of this report: SEC Exhibit Reference Number Number Title of Document Location - ------- --------- ----------------- -------- 20.01 20 Press Release re: Letter of Intent This Filing 20.02 20 Letter of Intent, dated May 19, 2000 This Filing SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. IMMUNOTECHNOLOGY CORPORATION Date: July 5, 2000 /S/David Knudson, Secretary/Treasurer EX-20 2 0002.txt PRESS RELEASE RE: LETTER OF INTENT Exhibit 20.01 Wednesday June 28, 1:59 pm Eastern Time Company Press Release SOURCE: Immunotechnology Corporation Immunotechnology Corporation Announces Letter of Intent To Acquire Beverly Hills Auctioneers, Inc. BEVERLY HILLS, June 28 /PRNewswire/ -- Immunotechnology Corporation "Immunotech"(OTC Bulletin Board: IMNT-news) today announced the signing of a letter of intent to acquire 100% of the outstanding common stock of Beverly Hills Auctioneers, Inc. for newly-issued stock in Immunotech. Beverly Hills Auctioneers, based in Beverly Hills, California ("BHA"), provides live auction, evaluation, disposition and purchase services to banks, courts, attorneys, appraisers, estates, pawnbrokers, retail stores and private parties for a wide range of fine jewelry, gemstones, and timepieces. BHA has developed a specialized software system that allows it to efficiently put together a smooth and profitable auction virtually anywhere. BHA's website is www.bhauctioneers.com. The proposed transaction calls for a reverse-split of 1 for 3 shares of the current issued and outstanding shares of Immunotech prior to issuing 12,500,000 post-split shares to the Beverly Hills Auctioneer's shareholders. On completion of the acquisition there will be approximately 14,500,000 shares of common stock outstanding and Immunotech will change its name to Beverly Hills Auctioneers, Inc. The closing of this transaction is subject to the execution of a definitive agreement which will contain various representations and warranties of each party and which will be subject to the approval of the shareholders of each company. Immunotech will call a special meeting of shareholders to approve the proposed terms of the acquisition as soon as possible. EX-20 3 0003.txt LETTER OF INTENT 1 Exhibit 20.02 -- Letter of Intent ImmunoTechnology Corporation 1661 Lakeview Circle Ogden, UT 84403 May 19, 2000 Board of Directors Beverly Hills Auctioneers, Inc. 9454 Wilshire Boulevard, Suite 202 Beverly Hills, CA 90212 Re: Letter of Intent to Acquire all Issued and Outstanding Stock of Beverly Hills Auctioneers, Inc. Gentlemen: The Board of Directors of ImmunoTechnology Corporation (hereafter "Immuno"), hereby proposes to acquire all of the issued and outstanding stock of Beverly Hills Auctioneers, Inc. (hereafter referred to as "BHA"), a privately held California corporation, upon the following terms: 1. Stock Exchange. Immuno will acquire all of the issued and outstanding shares of capital stock of BHA in exchange for 12,500,000 shares of Immuno Common Stock, calculated after a 1 for 3 reverse stock split, pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code, in connection with a tax free reorganization. The shares will be issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, and under corresponding applicable state law. The parties acknowledge that it is their intent, subject to the provisions hereof, for Immuno to acquire all of the issued and outstanding stock of BHA. 2. Management. At the time of closing, the current officers and directors of Immuno will resign and the designates of BHA will be appointed as officers and directors of Immuno. 3. Definitive Agreement. This Letter of Intent is a non-binding indication of the parties proposal to effect an acquisition of BHA by Immuno. Subject to the fulfillment of all conditions set forth herein, the parties intend to enter into a definitive Agreement and Plan of Reorganization setting forth all applicable terms of the acquisition with standard representations and warranties. Either party hereto may, without incurring obligation or liability to the other party, terminate this Letter of Intent at any time prior to the signing of a definitive Agreement and Plan of Reorganization. Any termination of this Letter of Intent, except by its own terms, must be in writing and mailed to the other party by first class US mail. 4. Change of Name. The name of Immuno will be changed to "Beverly Hills Auctioneers, Inc.," or such other name as is selected by the parties and approved by the shareholders of Immuno. 5. Reverse Stock Split. Immuno will effect a 1 for 3 reverse stock split in connection with and prior to the consummation of the acquisition of BHA. 6. Private Placement. A private placement of Immuno's securities after the closing of the acquisition of BHA and after the 1 for 3 reverse stock split shall be structured as follows: 2 A. Immuno will offer and sell up to 350,000 shares of its common stock for cash at a price of $2.00 per share, in a private placement. B. In the event a minimum of $600,000 of the private placement funding is raised within 60 days after the closing of the acquisition of BHA by Immuno, 8,500,000 of the Immuno shares issued to the BHA stockholders will be delivered to Immuno's transfer agent for cancellation within 30 days after completion of the private placement. 7. Conditions Precedent. The acquisition of BHA by Immuno proposed herein is subject to the following conditions: A. The approval of the proposed acquisition and related transactions by the shareholders of Immuno. A special meeting of the shareholders of Immuno will be called for as soon as practical to consider the proposed acquisition, a change of Immuno's name, and the election of directors as designated by BHA. B. The approval of the proposed acquisition and related transactions by the owners of all issued and outstanding shares of BHA. C. Compliance by Immuno with all applicable federal and state securities laws, including Rule 14A, Rule 13e-3, Rule 14f-1, and Rule 10b-17 of the Exchange Act. D. The delivery to Immuno by BHA of financial statements of BHA and its predecessors for the last two (2) fiscal years and for the three (3) month period ending March 31, 2000, and such other financial statements of BHA as are necessary to comply with the requirements of the Securities and Exchange Commission. E. The delivery of such documents and information as are reasonably requested by each party. F. The execution of a definitive Agreement and Plan of Reorganization containing all representations contained herein and other representations and warranties which are standard in similar transactions. G. Immuno shall have no debts or liabilities as of the date of closing the acquisition of BHA. 8. Representations. A. Immuno and BHA will be duly organized and in good standing in their respective states of organization at the time of closing. B. All certificates evidencing shares of Immuno issued to the shareholders of BHA will be legended as restricted under rule 144 as promulgated under the Securities Act of 1933, as amended. C. Each company shall deliver such documents and financial statements to the other company as is reasonably requested prior to closing of the transaction subject to execution by the receiving party, if requested by the delivering party, of a confidentiality agreement. D. All shares of Immuno Common Stock issued in connection with the proposed acquisition will be fully paid and non-assessable. E. The total number of shares of Immuno to be issued and outstanding immediately prior to closing will not exceed 2,000,000, taking into effect a 1 for 3 reverse stock split. 3 9. Information. BHA agrees to cooperate in providing and explaining the following information with respect to the transaction contemplated herein: A. History and business background of BHA and any subsidiary corporations. This shall include a general discussion of the business of the Company, including plans for future business, market for products, and a brief historical background of the formation or acquisition of the company and business involved. B. Detailed business biographical information for the last five years for each of the proposed new members of Immuno management. C. Financial statements of BHA as referred to in Paragraph 7(D) of this Letter of Intent. 10. Closing. Immediately after the shareholders meeting of Immuno, provided that the shareholders of Immuno approve this transaction, a closing shall be held with regard to this transaction. At the Closing, Immuno shall deliver minutes of a meeting of the Board of Directors and stockholders of Immuno authorizing and approving the transactions set forth herein along with appointment of new management and such other matters as are deemed necessary to consummate this transaction. At the closing, all assets, bank accounts and other records and information of Immuno shall be turned over to new management. 11. News Releases and Communications. As soon as practicable, after the date of execution hereof, Immuno and BHA may issue a press release to their shareholders, the financial community, and other interested parties describing this agreement and the proposed transaction. 12. Conduct of Business. The parties hereto hereby agree to conduct their business in accordance with the usual and normal course of business heretofore conducted by the companies. Thus, there will be no material adverse changes in the business of either company from the date hereof until the closing of this transaction and there will be no changes in either company's Articles of Incorporation or Bylaws. 13. Capital Stock. Immuno hereby represents that it has two classes of authorized stock which are its $.00001 par value voting Common Stock, of which 50,000,000 shares are authorized and 6,000,000 are issued and outstanding, and its $.00001 par value Preferred Stock, of which 5,000,000 shares are authorized and -0- are issued and outstanding. Immuno will in connection with the acquisition proposed herein, effect a 1 for 3 reverse stock split reducing the number of shares issued and outstanding to 2,000,000. 14. Responsibility and Costs. Immuno agrees to pay for all legal and other work in connection with its part of the proposed acquisition, the stockholders meeting, and other corporate proceedings up through and including the closing. It is estimated that Immuno's expense will be approximately $20,000 which will be paid by Immuno on or before the closing. BHA will pay for all of its costs in connection with the proposed acquisition. 15. Assistance. All parties hereto agree to take whatever reasonable steps are required to facilitate the consummation of the transaction contemplated herein, including discussing the matter with members of the financial community, stockholders and other interested parties and including the exchange of corporate records, documents and filings. 4 16. Termination. The Letter of Intent shall automatically terminate ten (10) days after the date hereof unless accepted by you and, after acceptance, shall terminate on June 19, 2000, unless extended by the written agreement of the parties hereto. Upon termination, neither party shall have any further obligation to the other under this agreement. This letter sets forth our understanding of the proposed terms of the transaction and is not a binding agreement on either party. If it represents your understanding of the terms of our preliminary agreement, please sign on the below-designated line and send us a copy. ImmunoTechnology Corporation /S/ Mark A. Scharmann, Vice President The undersigned, president and director of Beverly Hills Auctioneers, Inc., hereby agrees this Letter of Intent sets forth our preliminary agreement regarding the matters set forth herein. Dated: June 9, 2000 Beverly Hills Auctioneers, Inc. /S/ Anthony Magnemi, Jr. President -----END PRIVACY-ENHANCED MESSAGE-----