0001010412-01-500206.txt : 20011101
0001010412-01-500206.hdr.sgml : 20011101
ACCESSION NUMBER: 0001010412-01-500206
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20010926
ITEM INFORMATION: Other events
FILED AS OF DATE: 20011030
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: SANGUINE CORP
CENTRAL INDEX KEY: 0000926287
STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835]
IRS NUMBER: 954347608
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-24480
FILM NUMBER: 1769928
BUSINESS ADDRESS:
STREET 1: 101 EAST GREEN ST
STREET 2: #11
CITY: PASADENA
STATE: CA
ZIP: 91105
BUSINESS PHONE: 8184050079
MAIL ADDRESS:
STREET 1: 101 EAST GREEN ST
STREET 2: STE 11
CITY: PASADENA
STATE: CA
ZIP: 91105
8-K
1
k926.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
September 26, 2001
Date of Report
(Date of Earliest Event Reported)
SANGUINE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-24480 95-4347608
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
101 East Green Street, #11
Pasadena, California 91105
(Address of Principal Executive Offices)
(626) 405-0079
Registrant's Telephone Number
Item 5. Other.
Effective August 24, 2001, the Board of Directors of Sanguine
Corporation, a Nevada corporation (the "Company"), and the Board of Directors
and the majority stockholder of Sanguine Corporation, a California corporation
("Sanguine California"), voted to adopt an Agreement and Plan of Merger (the
"Plan"), by which Sanguine California would be merged with and into the
Company, with the Company being the surviving corporation. Immediately prior
to the merger, Sanguine California was the Company's 94%-owned subsidiary.
The Plan provided for the Company to issue a total of 910,225
"unregistered" and "restricted" shares of its common stock to the six minority
stockholders of Sanguine California, in exchange for all Sanguine California
shares held by such stockholders. Four of the six minority stockholders, who
collectively held 357,040 shares of Sanguine California common stock, agreed
to the merger and the issuance of a total of 840,195 shares of the Company's
common stock in exchange for all of their Sanguine California shares.
Articles of Merger with respect to the merger were filed with the
Nevada Secretary of State on September 11, 2001, and with the California
Secretary of State on September 26, 2001. A copy of the Articles of Merger
and the Plan is attached hereto and incorporated herein by this reference.
See Item 7, below.
Following the completion of the merger, the separate existence of
Sanguine California ceased and the Company succeeded to all corporate rights,
contracts, assets and liabilities of Sanguine California.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
Exhibits.
Exhibit
Number Description
------ -----------
2 Articles of Merger with Agreement and Plan of Merger
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
SANGUINE CORPORATION
Date: 10/25/01 By: /s/ Thomas C. Drees
------------- --------------------------------------
Thomas C. Drees, Ph.D.
CEO, President and Chairman of the Board of
Directors