-----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, WTXXE1/bpbv+kENfA80tk23X4kWWPMICN5QslEXHp46Gg/j/uoX3JyhUaigqDk+U Dvzd+OsGBu/090/2ziQuBg== 0001108890-08-000030.txt : 20080201 0001108890-08-000030.hdr.sgml : 20080201 20080201163022 ACCESSION NUMBER: 0001108890-08-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080128 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080201 DATE AS OF CHANGE: 20080201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Oncologix Tech Inc. CENTRAL INDEX KEY: 0000799694 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 861006416 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15482 FILM NUMBER: 08568949 BUSINESS ADDRESS: STREET 1: 3725 LAWRENCEVILLE-SUWANEE ROAD STREET 2: SUITE B-7 CITY: SUWANEE STATE: GA ZIP: 30024 BUSINESS PHONE: 770-831-8818 MAIL ADDRESS: STREET 1: 3725 LAWRENCEVILLE-SUWANEE ROAD STREET 2: SUITE B-7 CITY: SUWANEE STATE: GA ZIP: 30024 FORMER COMPANY: FORMER CONFORMED NAME: BESTNET COMMUNICATIONS CORP DATE OF NAME CHANGE: 20001219 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INTERNATIONAL INC DATE OF NAME CHANGE: 19980225 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INC DATE OF NAME CHANGE: 19920703 8-K 1 oncologix8k012808.txt PERIOD ENDED 01-28-08 ================================================================================ U.S. 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): January 28, 2008 ONCOLOGIX TECH, INC. (Name of Small Business Issuer as Specified in Its Charter) 0-15482 ---------------------- (Commission File Number) Nevada 86-1006416 ------------------------------ ----------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3725 Lawrenceville-Suwanee Rd., Suite B-4 Suwanee, GA 30024 -------------------------------------- (Address of principal executive offices) (616) 977-9933 ------------------------- (Issuer's telephone number) 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: [ ] 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 5.02 Departure of Directors or Principal Officers. On January 28, 2008, Dr. Andrew S. Kennedy, a director and Chief Scientific and Medical Officer of the Registrant, resigned from the Board of Directors and as an officer, such resignation to be effective on said date. Dr. Kennedy expressed his disapproval of the structure of past financings made by Company, and his view that the Registrant is in default with respect to its license with the University of Maryland. He also questioned the propriety of entertaining a proposal made by certain members of management to their proposed purchase of the Registrant's assets and asked why funds apparently available to them were not being invested in the Registrant. He also questioned why the Registrant had not hired a financial advisor to assist the Registrant in identifying acquisition candidates or financing sources. The response of the Registrant is that the financing structure was based on sound business judgment and was in any event agreed to by Dr. Kennedy, that the Registrant is not in default under the License, that in entertaining the proposal in question the Board of Directors of the Registrant is acting properly and in the best interests of the shareholders of the Registrant and that there are sound reasons why no financial advisor has been hired by the Registrant. The complete text of Dr. Kennedy's resignation, his stated reasons therefor and the detailed response of the Registrant is set out in full in the Exhibit filed with this Report. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Title 99 An email message from Andrew S. Kennedy, MD, dated January 28, 2008 and the Registrant's response thereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: February 1, 2008 ONCOLOGIX TECH INC. By: /s/ Judy Lindstrom -------------------------------- Judy Lindstrom Chairperson By: /s/ Michael A. Kramarz -------------------------------- Michael A. Kramarz Chief Financial Officer EX-99 2 oncologixexhib99-012808.txt EMAIL MESSAGE FROM ANDREW S. KENNEDY EXHIBIT 99 Exhibit to Current Report on Form 8-K ------------------------------------- Resignation by Andrew S. Kennedy, MD The following is the text of an email message received by the officers of the Registrant after the close of business on Monday, January 28, 2008: To: Board of Directors of Oncologix Tech Inc. I cannot tell you all how disappointed and frustrated I am about where we are with OCLG. Promises about financing were made when we agreed to merge JDA into Oncologix. These promises were fundamental to our decision to merge and these promises were broken. Not only were these promises broken, the financing that was advanced was made on highly disadvantageous terms that severely limits our flexibility. Who funds a pre-revenue research company with short-term debt? Furthermore, those funding failures have resulted in OCLG breaching the license agreement with U. of Maryland. And now I am being told that the best option open to us is a transaction that must be approved immediately and would essentially "give" the company away to existing senior management, accompanied by a highly dilutive repricing of the outstanding convertible debt. If Isonett has capital to exploit OCLG's technology why isn't it being invested in OCLG? In fact, these proposed transactions reek of self-dealing. This Board has made only weak efforts at identifying other potential transactions and/or financing sources that would better serve our shareholders. For example, we have made no effort to retain a financial advisor to assist us in identifying financing sources or acquisition candidates. We have made little or no effort at the Board level to ensure that our actions will withstand scrutiny if challenged. I am told that it is common practice in management buyouts for a special committee of disinterested directors to be appointed with the ability to negotiate with the management group and with the obligation to seek the best deal for shareholders. It seems to me this Board is doing nothing that it should be doing and I am extremely uncomfortable with the rush to deliver the company to management. Please consider this communication notice of my resignation as an officer and director of the company effective immediately. Andrew S. Kennedy, MD, FACRO The Registrant's response 1. Each financing transaction complained of was approved by the unanimous vote of all of the members of the Registrant's Board of Directors, including Dr. Kennedy. The choice of financing structure was influenced by a desire to limit dilution to existing shareholders and to accelerate funding for the development of the product technology acquired from JDA. 2. The Registrant has not received a notice of default from the University of Maryland and believes that there are no grounds for such a notice. 3. The Registrant does not now nor has it ever had any degree of control or influence over the investment decisions of Isonett (which has proposed to purchase the assets of the Registrant) or of any other person. 4. The Registrant rejects the characterization made in Dr. Kennedy's resignation letter that its efforts to identify "other potential transactions and/or financing sources" have been "weak'. Rather, the Registrant aggressively pursued all known sources, including those suggested by Dr. Kennedy himself. Notwithstanding those efforts, the only proposal received has been the one to which Dr. Kennedy objects. 5. The Registrant has not engaged an outside financial advisor principally because there are not sufficient funds to pay such a person and because of its concern that its assets might lose value during the time such an advisor would require to investigate the Registrant's business and seek financing sources not yet contacted by the Registrant. 6. The officers and directors characterized by Dr. Kennedy as the "management group" have not participated in any discussions held or decisions made by the Board of Directors with respect to their proposal. Furthermore, Ms Judy Lindstrom, the Chairman of the Board of Directors, who has no interest in the proposal, has been authorized to conduct discussions and negotiations with respect thereto subject to the final approval of all matters by a disinterested majority of the Board of Directors. 7. The Registrant rejects Dr. Kennedy's characterization of those discussions as constituting a "rush". Rather, that proposal has been subject to scrutiny and analysis to determine whether its consummation would be in the best interests of the shareholders of the Registrant, taking into consideration the present lack of any alternative proposals and the judgment of the Board of Directors that the value of the Registrant's assets will decline with the passage of time. However there are no binding agreements with respect to that proposal and no assurance that there ever will be. 8. Dr. Kennedy has himself proposed two alternatives, both of which have been pursued by the Registrant but there has been no indication of any interest by either of them. -----END PRIVACY-ENHANCED MESSAGE-----