-----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, LeMEgFe02ZMfRUr4fcAjZdQRE5lyKLHuvk/MRnB+M5Dv0gth4Dero2l3gSe3ZnNq c3SvrA8e1h6ldzF1o4xQAw== 0000909012-02-000733.txt : 20021001 0000909012-02-000733.hdr.sgml : 20021001 20021001143046 ACCESSION NUMBER: 0000909012-02-000733 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020916 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERA PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000837490 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 043683628 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-23460 FILM NUMBER: 02778205 BUSINESS ADDRESS: STREET 1: 73-4460 QUEEN KA'AHUMANU HWY. STREET 2: SUITE 110 CITY: KAILUA-KONA STATE: HI ZIP: 96740 BUSINESS PHONE: (808) 326-9301 MAIL ADDRESS: STREET 1: 73-4460 QUEEN KA'AHUMANU HWY. STREET 2: SUITE 110 CITY: KAILUA-KONA STATE: HI ZIP: 96740 FORMER COMPANY: FORMER CONFORMED NAME: AQUASEARCH INC DATE OF NAME CHANGE: 19920703 8-K 1 t24770.txt MERA PHARMACEUTICALS ================================================================================ 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 Action of 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 16, 2002 -------------------------- MERA PHARMACEUTICALS, INC. (FORMERLY AQUASEARCH, INC. ) (Exact name of Registrant as specified in its charter) -------------------------- DELAWARE 33-23460-LA 04-368-3628 (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization Number) Identification Number) 73-4460 QUEEN KA'AHUMANU HIGHWAY, SUITE 110 KAILUA-KONA, HAWAII 96740 (Address of principal executive offices) (808) 326-9301 (Registrant's telephone number, including area code) AQUASEARCH, INC. ---------------- (FORMER NAME OR FORMER ADDRESS IF CHANGED FROM LAST REPORT) ----------------------------------------------------------- ================================================================================ ITEM 1. CHANGE IN CONTROL (a) Mera Pharmaceuticals, Inc., a Delaware corporation formerly known as Aquasearch, Inc. (the "Company"), merged with Aqua RM Co., Inc., a Delaware corporation (the "Merger") on September 16, 2002. The Company was the surviving corporation in the Merger. The Merger occurred pursuant to the Company's Plan of Reorganization (the "Plan"), which was confirmed by the U.S. Bankruptcy Court for the District of Hawaii on June 17, 2002. Together with the distribution of shares to holders of certain warrants to purchase the Company's common stock, as described below, the Merger was the final step in the Company's reorganization under Chapter 11 of the U.S. Bankruptcy Code. The other party to the Merger, Aqua RM Co., Inc., was established by Chardan Ventures, LLC, a co-proponent of the Plan, in February 2002 for the special purpose of assisting in the Company's reorganization. Aqua RM Co., Inc. engaged in no significant operations prior to the Merger. The Company will continue in the same business that it was engaged in prior to the Merger, and all of the officers and directors of the Company in place at the time of the Merger continue in those roles. As provided for in the Plan, the Merger resulted in the shareholders of Aqua RM Co., Inc. receiving 100 shares of the Company's common stock in exchange for each share of Aqua RM Co., Inc. stock they held. A total of 263,992,029 shares of the Company's common stock were issued to Aqua RM Co., Inc. shareholders in consummation of the Merger. In addition, 2,656,850 shares of the Company's common stock were issued to holders of validly issued and outstanding warrants of Aquasearch, Inc. as of October 31, 2001 which remained unexercised as of the confirmation of the Plan. Total shares of common stock of Mera Pharmaceuticals, Inc. issued and outstanding following the Merger are 388,798,818. As a consequence of the Merger, the former shareholders of Aqua RM Co., Inc. now own, collectively, a majority of the outstanding shares of Mera Pharmaceuticals, Inc., although no individual or group known to the Company is able to assert control over the Company. Specifically: Amount and Source of Consideration. The sole consideration paid by the former Aqua RM Co., Inc. shareholders for the Mera Pharmaceuticals, Inc. common stock that they received in the Merger was their Aqua RM Co., Inc. common stock. Basis of Control. As a result of the Merger, former shareholders of Aqua RM Co., Inc. hold 263,992,029 shares of Mera Pharmaceuticals, Inc. common stock out of 388,798,818 outstanding, or 67.9%. While the former Aqua RM shareholders now own more than a majority of the issued and outstanding shares of the Company, no individual shareholder holds enough shares to assert control over the Company, and, to the Company's knowledge, there is no group of shareholders that is acting together in order to assert control over the Company. Date of Change in Control. The date of the change in control is the date of the Merger, September 16, 2002. Transactions Resulting in the Change in Control. The change in control was solely the result of the Merger. Percentage Ownership. The former shareholders of Aqua RM Co., Inc. now own 67.9% of the issued and outstanding common stock of Mera Pharmaceuticals, Inc. However, to the Company's knowledge there is no voting or other agreement among any of those shareholders that would enable a shareholder or group of shareholders to assert control over the Company. 2 Identity of Persons from Whom Control Was Assumed. The Company was not aware of any shareholder or group of shareholders that was able to assert control over the Company prior to the Merger. However, Earl Fusato, Jr. and Gregory F. Kowal, beneficially owned 11.7% and 7.8%, respectively, of the outstanding and issued common stock of Mera Pharmaceuticals, Inc. prior to the Merger, and, as a result of the Merger, their respective beneficial holdings were decreased to 6.8% and 5.1%, including the shares of Mera Pharmaceuticals, Inc. that each individual received in the Merger. (b) Information required by Item 403(c) of Regulation S-K. There is no information to be disclosed pursuant to this requirement. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS (a) The Company, a Delaware corporation formerly known as Aquasearch, Inc., merged with Aqua RM Co., Inc., a Delaware corporation, on September 16, 2002. The Company was the surviving corporation in the Merger. The Merger occurred pursuant to the Plan, which was confirmed by the U.S. Bankruptcy Court for the District of Hawaii on June 17, 2002. Together with the distribution of shares to holders of certain warrants to purchase the Company's common stock, as described in Item 1, above, the Merger was the final step in the Company's reorganization under Chapter 11 of the U.S. Bankruptcy Code. The other party to the Merger, Aqua RM Co., Inc., was established by Chardan Ventures, LLC, a co-proponent of the Plan, in February 2002 for the special purpose of assisting in the Company's reorganization. Aqua RM Co., Inc. engaged in no significant operations prior to the Merger. The Company will continue in the same business that it was engaged in prior to the Merger, and all of the officers and directors of the Company in place at the time of the Merger continue in those roles. As a consequence of the Merger, the former shareholders of Aqua RM Co., Inc. now own, collectively, a majority of the outstanding shares of the Company. As a result, even though the Company was the surviving corporation, for accounting purposes the transaction is treated as a disposition of the Company's assets to Aqua RM Co., Inc. Per Statement of Accounting Standards No. 141, the disposition of assets will be accounted for using the purchase method. More specifically: Description of the Assets. Assets disposed of by the Company as a result of the Merger consisted primarily of Cash, Accounts Receivable, Inventories, Prepaid Expenses and Plant and Equipment. The total assets received by Aqua RM Co., Inc. were valued at approximately $4,700,000. In addition, as a result of the Merger, Aqua RM Co., Inc. assumed approximately $2,960,000 in liabilities of Mera Pharmaceuticals, Inc. The amount of the foregoing assets and liabilities was determined using their book value as carried by the Company. Of the liabilities, $2,350,000 is in the form of a note. The Company anticipates that the obligation represented by this note will be converted into equity prior to the end of calendar 2002. Consideration. The sole consideration paid by the former Aqua RM Co., Inc. shareholders for the Mera Pharmaceuticals, Inc. common stock that they received in the Merger was their Aqua RM Co., Inc. common stock. A total of 263,992,029 shares of the Company's common stock were issued to Aqua RM Co., Inc. shareholders in consummation of the Merger. The amount of consideration issued was determined in the course of the reorganization process, which took into account the interests of the creditors, existing shareholders and warrant holders and parties supporting the Company's efforts to reorganize to produce a result that was acceptable to all of them. Identity of the Party Acquiring the Assets. For accounting purposes, Aqua RM Co., Inc. is considered the party that acquired the assets of the Company, even though the Company is the surviving corporation. Richard D. Propper, M.D., the President, Treasurer and a director of 3 Aqua RM Co., Inc., is also the Chief Executive Officer and a director of the Company. Daniel P. Beharry, the Secretary and a director of Aqua RM Co., Inc., is also the Interim Chief Operating Officer, Secretary and a director of the Company. Messrs. Propper and Beharry will continue in their roles at Mera Pharmaceuticals, Inc. subsequent to the Merger. (b) Plant and Equipment were used primarily by the Company in production and research and development activities. It is intended that the Plant and Equipment will continue to be used in this capacity. ITEM 5. OTHER EVENTS The completion of the Merger represents the final material obligation of the Company under the Plan. As a result, as of the effective the date of the Merger the Company has adopted fresh start reporting of its financial information, which will reflect the discharge of indebtedness that resulted from the Company's successful reorganization. The press release attached as exhibit 99.1 provides further information on the completion of the Company's reorganization. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) None required. (b) The required pro forma financial information will be filed by amendment as soon as practicable. (c) Exhibits. 2.1 Certificate of Merger Merging Aqua RM Co., Inc. into Mera Pharmaceuticals, Inc., dated September 16, 2002. 99.1 Press Release titled "Mera Pharmaceuticals Successfully Completes Chapter 11 Reorganization" dated September 19, 2002. 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 hereunder duly authorized. MERA PHARMACEUTICALS, INC. Dated: September 30, 2002 By: /s/ Richard D. Propper, M.D. -------------------------------- Richard D. Propper, M.D. Interim Chief Executive Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 2.1 Certificate of Merger Merging Aqua RM Co., Inc. into Mera Pharmaceuticals, Inc., dated September 16, 2002. 99.1 Press Release titled "Mera Pharmaceuticals Successfully Completes Chapter 11 Reorganization" dated September 19, 2002. 4 EX-2.1 3 ex2-1.txt CERTIFICATE OF MERGER Exhibit 2.1 CERTIFICATE OF MERGER MERGING AQUA RM CO., INC. INTO MERA PHARMACEUTICALS, INC. Pursuant to Section 1123(a)(5)(C) of the Federal Bankruptcy Code and Sections 251 and 303 of the General Corporation Law of Delaware The undersigned corporations, organized and existing under and by virtue of the General Corporation Law of Delaware, do hereby certify: FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows: NAME STATE OF INCORPORATION ---- ---------------------- Mera Pharmaceuticals, Inc. Delaware Aqua RM Co., Inc. Delaware SECOND: That this Certificate of Merger also constitutes the Agreement of Merger between the constituent corporations. THIRD: That this Certificate of Merger has been approved by the United States Bankruptcy Court, District of Hawaii, pursuant to a confirmed Plan and Section 1123(a)(5)(C) of the Federal Bankruptcy Code, and, as applicable, has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Sections 251 and 303 of the General Corporation Law of Delaware. FOURTH: That this Certificate of Merger has been approved by the stockholders of Aqua RM Co., Inc. in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware. FIFTH: That approval by the stockholders of Mera Pharmaceuticals, Inc. is not required to effect the merger pursuant to Section 303 of the General Corporation Law of Delaware because this Certificate of Merger has been approved by the United States Bankruptcy Court, District of Hawaii pursuant to a confirmed Plan and Section 1123(a)(5)(C) of the Federal Bankruptcy Code. SIXTH: That Mera Pharmaceuticals, Inc., a Delaware corporation, shall be the surviving corporation of the merger which will continue its existence as said surviving corporation under the name "Mera Pharmaceuticals, Inc." upon the effective time of said merger pursuant to applicable provisions of the General Corporation Law of Delaware. The surviving corporation shall have all of the rights, privileges, immunities and powers and be subject to all of the duties and liabilities granted or imposed by Section 259 of the General Corporation Law of Delaware. SEVENTH: That the Certificate of Incorporation of Mera Pharmaceuticals, Inc., as in effect immediately prior to the effective time of the merger, shall be the Certificate of Incorporation of the surviving corporation. EIGHTH: That the Bylaws of Mera Pharmaceuticals, Inc., as in effect immediately prior to the effective time of the merger, shall be the Bylaws of the surviving corporation until amended in accordance with applicable law. NINTH: That for federal income tax purposes, it is intended by the parties hereto that the merger shall qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended. TENTH: That, at the effective time of the merger, each One (1) share of Aqua RM Co., Inc. common stock issued and outstanding immediately prior to the effective time of the merger shall, by virtue of the merger and without any action on the part of Mera Pharmaceuticals, Inc. or Aqua RM Co., Inc. or any holder thereof, be exchanged for One Hundred (100) fully paid and non-assessable shares of Mera Pharmaceuticals, Inc. common stock. ELEVENTH: Prior to the effective time of the merger, Mera Pharmaceuticals, Inc. shall appoint an exchange agent for the purpose of exchanging shares of Aqua RM Co., Inc. common stock for shares of Mera Pharmaceuticals, Inc. common stock. At or prior to the effective time of the merger, Mera Pharmaceuticals, Inc. shall deposit with the exchange agent, in trust for the benefit of holders of shares of Aqua RM Co., Inc. common stock, certificates representing the Mera Pharmaceuticals, Inc. common stock issuable pursuant to this merger. As soon as reasonably practicable after the effective time of the merger, the surviving corporation shall use its commercially reasonable efforts to cause the exchange agent to mail to each holder of a certificate or certificates which immediately prior to the effective time of the merger represented outstanding shares of Aqua RM Co., Inc. common stock: (a) a letter of transmittal which shall specify that delivery shall be effective, and risk of loss and title to the Aqua RM Co., Inc. common stock certificates shall pass, only upon delivery of such certificates to the exchange agent; and (b) instructions for effecting the surrender of such certificates in exchange for the certificates of Mera Pharmaceuticals, Inc. common stock. Upon surrender of Aqua RM Co., Inc. common stock certificates to the exchange agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the exchange agent, the holder of such certificates shall be entitled to receive in exchange therefor shares of Mera Pharmaceuticals, Inc. common stock representing, in the aggregate, the whole number of shares that such holder has the right to receive (after taking into account all shares of Aqua RM Co., Inc. then held by such holder), and the shares of Aqua RM Co., Inc. formerly represented by such certificates and the certificates so surrendered shall forthwith be canceled. TWELFTH: That from and after the effective time of the merger, all of the outstanding certificates which, prior to that time, represented shares of Aqua RM Co., Inc. common stock, shall be deemed for all purposes to evidence ownership and to represent the shares of the surviving corporation into which such shares of Aqua RM Co., Inc. common stock, represented by such certificates have been exchanged for as herein provided. THIRTEENTH: That all shares of Mera Pharmaceuticals, Inc. common stock issued pursuant to the merger shall not be subject to any statutory or contractual preemptive rights, and shall, when issued, be validly issued, fully paid and nonassessable and shall be issued in full satisfaction of all rights pertaining to Aqua RM Co., Inc. common stock. FOURTEENTH: That the merger shall be governed by, and construed in accordance with, the laws of the State of Delaware. FIFTEENTH: That the directors of Mera Pharmaceuticals, Inc. immediately prior to the effective time of the merger shall be the directors of the surviving corporation and the officers of Mera Pharmaceuticals, Inc. immediately prior to the effective time of the merger shall be the officers of the surviving corporation. Such directors and officers will hold office from the effective time of the merger until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation and Bylaws of the surviving corporation, as the same may be lawfully amended, or as otherwise provided by law. SIXTEENTH: That a copy of this Certificate of Merger will be kept on file at the place of business of the surviving corporation and will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation. The address of the principal place of business of the surviving corporation is 73-4460 Queen Ka'ahumanu Highway, Suite 110, Kailua-Kona, Hawaii 96740. SEVENTEENTH: That this Certificate of Merger shall be effective upon the filing of this Certificate of Merger with the Secretary of the State of Delaware in accordance with the applicable provisions of the General Corporation Law of Delaware. Dated as of: September 16, 2002 Mera Pharmaceuticals, Inc., a Delaware corporation By: /S/ RICHARD D. PROPPER, M.D. ----------------------------- Interim Chief Executive Officer Aqua RM Co., Inc., a Delaware corporation By: /S/ DANIEL P. BEHARRY --------------------------------- Secretary EX-99.1 4 ex99-1.txt PRESS RELEASE Exhibit 99.1 Mera Pharmaceuticals Successfully Completes Chapter 11 Reorganization SAN DIEGO, Sep 19, 2002 /PRNewswire-FirstCall via COMTEX/ -- Mera Pharmaceuticals (OTC Bulletin Board: MRPI) announced today that it had completed its merger with privately held Aqua RM, Inc. As a result, Mera Pharmaceuticals, Inc has now fulfilled all of the material requirements of the confirmed Plan of Aquasearch, Inc., its predecessor. Completion of the bankruptcy process has resulted in the discharge of over $4,000,000 of debt. Dr. Richard Propper, Chairman and CEO, stated, "I am very happy to report that the Bankruptcy process is over and that we can now devote 100% of senior management's efforts to expand both our nutraceutical and pharmaceutical businesses. The debt relief accompanying the plan will now permit all of us at Mera to move the Company ahead aggressively in both the short and long term. "This is an exciting time for Mera as we begin the process of exploiting the previously untapped resources of aquatic microbial plants. We have the scientists, the technology, and the marketing expertise to make significant strides forward and are very confident that this will result in enhanced shareholder value." This press release contains forward-looking statements characterized by the use of words such as "believe," "expect," "anticipate," "feel" and similar expressions. Actual results might differ materially from those projected in, expressed in or implied by the forward-looking statements. The kinds of risks and uncertainties that could affect the future operating results of Mera Pharmaceuticals include, without limitation: (i) the ability to attract new business for its existing products; (ii) the ability to identify new products and bring them to market; (iii) the ability to identify promising pharmaceutical candidates and, if they are identified, the ability to have them successfully complete the clinical trial process; (iv) the sensitivity of Mera Pharmaceuticals to general economic conditions; (v) the inability to attract the additional investment needed to plans regarding the drug discovery and development business. Additional information concerning risk factors that could cause actual results to differ materially from those described in forward-looking statements can be found in Mera Pharmaceuticals' SEC filings, including its Annual Report on Form 10-KSB and other periodic reports that it files under the Securities Exchange Act of 1934, as amended. Contact Info: Richard D. Propper, MD, Executive Chairman, 777 South Highway 101 Solana Beach, CA 92075 Phone: (858) 847 0747 Fax: (858) 847 9090 http://tbutton.prnewswire.com/prn/11690X78585609 SOURCE Mera Pharmaceuticals, Inc CONTACT: Richard D. Propper, MD, Executive Chairman, Mera Pharmaceuticals, Inc, +1-858-847-0747, fax - +1-858-847-9090 (MRPI) http://www.prnewswire.com Copyright (C) 2002 PR Newswire. All rights reserved. -----END PRIVACY-ENHANCED MESSAGE-----