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): January 14, 2003
IMMTECH INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 8733 39-1523370
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
150 Fairway Drive, Suite 150, Vernon Hills, Illinois 60061
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (847) 573-0033
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 5. Other Events.
Consummation of Joint Venture
I. Consummation of Joint Venture
On January 13, 2003, Immtech International, Inc. (the "Company")
entered into a joint venture with an investor ("seller") who owns 100% of the
outstanding equity of Lenton Fibre Optics Development Limited ("Lenton"), a Hong
Kong company. The primary purpose of the joint venture is to construct and
operate a pharmaceutical manufacturing facility capable of producing commercial
quantities of the Company's pharmaceutical products on land held by Lenton. The
land is located in a "free-trade zone" called the Futian Free Trade Zone,
Shenzhen, in the Peoples Republic of China. The Company believes the joint
venture will benefit by constructing its manufacturing plant in this tax-free
zone because it will be allowed to import equipment and materials and export
products on a tax-free basis. The Company intends, once the facility is built
and government approvals are obtained, to engage the joint venture company to
manufacture for commercial distribution Immtech's pharmaceutical products
intended for sale in Asia, Africa and other selected regions. Under the terms of
the agreement, the joint venture will be operated under the name Immtech Hong
Kong Limited.
Under the terms of the Share Purchase Agreement relating to Shares
in Lenton Fibre Optics Development Limited dated January 13, 2003 by and among
the seller, Lenton and the Company ("Share Purchase Agreement"), the Company
purchased 80% of Lenton from the seller by issuing to the seller 1,200,000
unregistered shares of Immtech common stock, $0.01 par value. The parties have
also entered into a Shareholders' Agreement relating to Lenton Fibre Optics
Development Limited dated January 13, 2003 ("Shareholders' Agreement") that sets
forth the parties agreement as to the affairs of the joint venture and the
conduct of its business. The Shareholders' Agreement permits the Company to
"unwind" the joint venture if, among other things, required government approvals
are not obtained or construction of the facility does not proceed on a timely
basis.
Attached below is Exhibit 10.1, the Share Purchase Agreement as
related to shares in Lenton Fibre Optics Development Limited and Exhibit 10.2,
the Shareholders' Agreement relating to Lenton Fibre Optics Development Limited.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information
IMMTECH INTERNATIONAL, INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma condensed balance sheet below reflects the
historical financial position of the Company, with pro forma adjustments as if
the joint venture had closed on September 30, 2002.
The unaudited pro forma adjustments are described in the
accompanying notes and give effect to events that are directly attributable to
the above mentioned joint venture and are factually supportable. The accounting
for the joint venture reflects the preliminary allocation of the purchase price
to the assets acquired and liabilities assumed based on their estimated fair
values. The purchase price allocated to the assets acquired and liabilities
assumed could change based upon the receipt of various appraisals and the
completion of the assessment of fair values.
The unaudited pro forma condensed balance sheet should be read in
connection with the Company's Annual Report on Form l0-K for the year ended
March 31, 2002 and Quarterly Reports on Form 10-Q for the quarters ended June
30, 2002 and September 30, 2002.
Immtech International, Inc.
(A Development Stage Enterprise)
Proforma Balance Sheet
Immtech International, Inc.
(A Development Stage Enterprise) Proforma Proforma
adjustment
Condensed Balance Sheets (Unaudited)
September 30
2002
ASSETS
CURRENT ASSETS
Cash and cash equivalents 1,892,029 (87,292)(a) 1,804,737
Restricted funds on deposit 1,293,896 1,293,896
Other current assets 0 0
--------- ---------
Total current assets 3,185,925 3,098,633
PROPERTY AND EQUIPMENT - Net 138,311 138,311
OTHER ASSETS
Investment 2,856,000 (a) 2,856,000
Deposits 19,848 19,848
--------- ---------
Total other assets 19,848 2,875,848
TOTAL 3,344,084 6,112,792
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 348,510 50,000 (a) 398,510
Other accrued libilities 862 862
Deferred revenue 1,321,668 1,321,668
--------- ---------
Total current liabilities 1,671,040 1,721,040
DEFERRED RENTAL OBLIGATION 23,962 23,962
--------- ---------
Total liabilities 1,695,002 1,745,002
STOCKHOLDERS' EQUITY
Total stockholders' equity 1,649,082 2,718,708 (a) 4,367,790
TOTAL 3,344,084 6,112,792
(a) The unaudited pro forma adjustments reflect the Company's investment of
1,200,000 shares of its Common Stock to purchase 80% ownership of Lenton Fibre
Optics Development Limited.
(c) The following exhibits are filed with this report:
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
10.1 Subscription Agreement relating to Shares in Lenton Fibre
Optics Development Limited
10.2 Shareholders' Agreement relating to Lenton Fibre Optics
Development Limited
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
IMMTECH INTERNATIONAL, INC.
By: /s/ T. Stephen Thompson
-----------------------------------------
Name: T. Stephen Thompson
Title: Chief Executive Officer and President
Dated: January 14, 2003