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 Act of 1934
Date of Report (Date of earliest event reported): October 14, 2004
NuWay Medical, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-19709 65-0159115
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2603 Main Street, Suite 1150, Irvine, CA 92615
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 235-8062
Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] 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 (17CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 14, 2004, NuWay Medical, Inc. (the "Company"), Eduardo A. Ruiz,
Luis A. Ruiz (Messrs. Ruiz are collectively referred to as the "PMG
Shareholders") and Premium Medical Group, Inc. ("PMG") entered into a Mutual
Rescission Agreement (the "Rescission Agreement") with respect to the Company's
previous acquisition of PMG. The Rescission Agreement is effective as of January
30, 2004.
The Company, PMG and the PMG Shareholders had previously entered into a
Stock Purchase Agreement as of January 30, 2004 (the "Stock Purchase
Agreement"), pursuant to which the Company agreed to purchase 100% of the issued
and outstanding stock of PMG (the "PMG Shares") from the PMG Shareholders. In
exchange for the PMG Shares, the PMG Shareholders were entitled to receive
30,000,000 shares of the Company's common stock (the "Company Shares"). The
exact number of Company Shares to be issued to the PMG Shareholders was subject
to adjustment in the event certain revenue was or was not generated by PMG
during one year following the closing of the transaction. Luis A. Ruiz became a
director of the Company in connection with the transaction.
The Company filed a Current Report on Form 8-K on February 17, 2004,
announcing the transaction. However, the parties had a difference in
expectations regarding who would be ultimately responsible for paying for the
audit of PMG that was required in order for the Company to complete its
disclosure obligations by filing an amendment to that Form 8-K not later than 60
days after the last date on which that Form 8-K was required to be filed.
Additionally, the Company did not have a sufficient number of authorized
and unissued shares of its common stock to both satisfy its obligations to the
PMG Shareholders and to issue shares of common stock in a meaningful financing
transaction, given the low price per share at which the Company's common stock
trades. The Company lacked the financial resources to schedule a stockholders'
meeting, prepare a proxy statement and solicit proxies for the purpose of
amending its Certificate of Incorporation to increase its authorized capital
stock. Moreover, a previous attempt to hold a stockholders' meeting in December
2003 on an unrelated matter failed for lack of a quorum.
As a result of these and other factors, the Company and PMG never
consolidated their operations, the Company never exercised control over PMG or
its operations and the parties never exchanged stock certificates evidencing
their ownership in each other.
Therefore, the parties entered into discussions and concluded amicably
that it was in the mutual best interest of the respective companies and their
respective shareholders, to rescind the transactions provided for in the Stock
Purchase Agreement and return all parties to their respective positions prior to
the transactions contemplated in the Stock Purchase Agreement.
The Rescission Agreement provides, in relevant part, that (i) all
transactions contemplated by the Stock Purchase Agreement shall be rescinded as
if the Stock Purchase Agreement had never been executed and delivered; (ii) the
parties forever waive all rights to receive stock in PMG and the Company, as the
case may be; (iii) Luis A. Ruiz shall resign as a director of the Company; and
(iv) the Company and PMG shall file appropriate documents with the Secretary of
State of the State of Florida with respect to the rescission of the exchange of
shares provided for in the Stock Purchase Agreement.
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ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
As a result of the parties' entering into the Rescission Agreement, the
Stock Purchase Agreement has been rescinded and is of no further force and
effect. The terms of the Rescission Agreement are summarized above in Item 1.01
of this Current Report on Form 8-K.
The Company did not incur any penalties in connection with the entering
into of the Rescission Agreement or the rescission of the Stock Purchase
Agreement.
ITEM 5.02 DEPARTURE OF DIRECTORS OF PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(b) As provided by the Rescission Agreement, Luis A. Ruiz resigned as a
director of the Company effective October 14, 2004.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
2.01 Mutual Rescission Agreement by and between the Company, PMG and the PMG
Shareholders
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 hereunto duly authorized.
Date: October 14, 2004 NUWAY MEDICAL, INC.
By: /s/ Dennis Calvert
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Dennis Calvert
Chief Executive Officer
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