-----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, PZ19drRgnvKtOWeRX+ja5GoXaE7AtSPdCGXDM7ZCvwRt+G/Bkpr8nBGHNEPgX88n 0yHZJxTOHIuIvnl18IbmXw== 0001017951-99-000027.txt : 19990225 0001017951-99-000027.hdr.sgml : 19990225 ACCESSION NUMBER: 0001017951-99-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990223 ITEM INFORMATION: FILED AS OF DATE: 19990224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERSAILLES CAPITAL CORP /CO CENTRAL INDEX KEY: 0000818808 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841044910 STATE OF INCORPORATION: CO FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-72583 FILM NUMBER: 99548793 BUSINESS ADDRESS: STREET 1: 21550 OXNARD STREET STREET 2: SUITE 830 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: (818) 676-0400 MAIL ADDRESS: STREET 1: 1200 17TH STREET STREET 2: SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: MAN O WAR INC /CO/ DATE OF NAME CHANGE: 19970714 8-K 1 FEBRUARY 23, 1999 FORM 8-K 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 FEBRUARY 23, 1999 ----------------- (Date of Report) VERSAILLES CAPITAL CORPORATION ------------------------------------------------------ (Exact Name of Registrant as specified in its charter) Colorado 0-22865 84-1044910 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 21550 OXNARD STREET, SUITE 830, WOODLAND HILLS, CA 91367 ---------------------------------------------------------- (Address of principal executive offices including zip code) (818) 676-0400 -------------------------------------------------- (Registrant's telephone number including area code) 1200 17TH STREET, SUITE 1000, DENVER, CO 80202 ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. - --------------------- On February 23, 1999, the Registrant issued the following press release relating to its acquisition of British Lion Medical, Inc., a California corporation: FOR IMMEDIATE RELEASE Los Angeles-- Versailles Capital Corporation (Versailles), a Colorado Corporation, (OTC Bulletin Board: VSCC) today announced the completion of a merger between its wholly-owned subsidiary, Amerimmune, Inc., and British Lion Medical, Inc. (BLM). In connection with the acquisition, all the issued and outstanding shares of BLM were exchanged for shares of Versailles resulting in the shareholders of BLM acquiring approximately 97 percent of the outstanding voting shares of Versailles. BLM is a company engaged in the pharmaceutical research business with the primary purpose of developing Cytolin(R), a drug developed by Dr. Allen D. Allen, to treat patients suffering from Human Immunodeficiency Virus (HIV). Cytolin(R) is a unique patented medication that is intended to directly address the immune system. The company has licensed world-wide, irrevocable, exclusive rights to Cytolin(R) and the technology underlying it from Dr. Allen. The completion of the merger resulted in a change of control of the Board of Directors and officers of Versailles Capital Corporation and Amerimmune, Inc. Daniel L. Azarnoff, M.D., Roy S. Azarnoff, Ph.D. (secretary/treasurer), Kimberlie Cerrone, J.D., M.S., M.B.A., O.B. Parrish (chairman), and Lois M. Rezler, Ph.D. have been elected to the Board of Directors along with Michael A. Davis, M.D., Sc.D, M.B.A., who will also serve as chief executive officer and president. Pamela M. Kapustay, R.N., M.N. will serve as vice-president, clinical and regulatory affairs and Wellington A. Ewen, M.B.A., C.P.A. as chief financial officer. The company intends to file within 15 days with the Securities and Exchange Commission a Report on Form 8-K, that will include a description of the Company's business, its financial statements and summary of certain risks associated with the operation of the Company. The company has limited resources and is subject to numerous risks and uncertainties. Investors are cautioned against making any investment in the Company prior to the publication of such information. Amerimmune, Inc.'s principal offices are located at 21550 Oxnard Street, Suite 830, Woodland Hills, California 91367. This press release contains forward-looking statements which are subject to known and unknown risks and uncertainties that may cause the Company's performance or prospects to differ materially from those expressed or implied by such statements. These risks and uncertainties will be discussed in the Form 8-K noted above. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. -2- For Further Information Contact: Amerimmune, Inc. Lois Rezler, Ph.D. (818) 676-0400 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, thereunto duly authorized. Date: February 23, 1999 VERSAILLES CAPITAL CORPORATION By /s/ WELLINGTON A. EWEN ----------------------------------- Wellington A. Ewen Chief Financial Officer -3- -----END PRIVACY-ENHANCED MESSAGE-----