8-K: Current report filing
Published on January 24, 2000
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 10, 2000
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BISHOP EQUITIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 33-44567-NY 13-3632859
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No,)
7825 Fay Avenue, Suite 200, La Jolla, California 92037
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are code (858) 456-5777
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Not applicable
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 10, 2000, Bishop Equities, Inc. (d/b/a Aethlon Medical, Inc.)
(the"Company") acquired from Dr. Richard H. Tullis, all the outstanding common
stock of Syngen Research, Inc. ("Syngen") in exchange for 65,000 shares of
common stock of the Company. As a result of the transaction, Syngen became a
wholly owned subsidiary of the Company.
The acquisition was approved by the Board of Directors of the Company on October
11, 1999.
As a result of the Syngen acquisition, the Company is acquiring the use of
certain laboratory and office equipment utilized by Syngen in connection with
DNA diagnostics, oligonucleotide synthesis, and organic chemical synthesis of
fluorescent dyes. The Company intends to continue to utilize this equipment for
the same purpose.
The description of the transaction set forth above is qualified in its entirety
by the provisions of the Agreement and Plan of Reorganization for the
Acquisition of All of the Outstanding Shares of Common Stock of Syngen Research,
Inc. by Bishop Equities, Inc. dated January 10, 2000, which is filed as Exhibit
2 to this Form 8-K and incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired
It is not practicable to include the financial statements of Syngen as required
by Rule 3-05(b) of Regulation S-X at this time. The Company intends to file such
information on or before March 27, 2000.
(b) Pro forma financial information
It is not practicable to include the pro forma financial information as required
by Article 11 of Regulation S-X at this time. The Company intends to file such
information on or before March 27, 2000.
(c) Exhibits
(2) Agreement and Plan of Reorganization for the Acquisition of All of the
Outstanding Shares of Common Stock of Syngen Research, Inc. by Bishop Equities,
Inc. DBA Aethlon Medical, Inc. dated January 10, 2000.
(The Company agrees to furnish supplementally to the Securities and Exchange
Commission a copy of the exhibits to the Agreement and Plan of Reorganization
upon request.)
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.
Bishop Equities, Inc.
/s/ Franklyn S. Barry, Jr.
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Franklyn S. Barry, Jr., President
Date: January 21, 2000
EXHIBIT INDEX
EXHIBIT 2
Agreement and Plan of Reorganization for the Acquisition of All of the
Outstanding Shares of Common Stock of Syngen Research, Inc. by Bishop Equities,
Inc. DBA Aethlon Medical, Inc. dated December 6, 1999.
*Exhibit A List of Syngen Shareholders
*Exhibit B Aethlon Letter of Intent
*Exhibit C Resolutions of Aethlon
*Exhibit D Indemnification of Tullis
*Exhibit E Copies of Shares or Lost Certificate Affidavits
*Exhibit F Legal Opinion of Aethlon Counsel
*Exhibit G Schedule of Exceptions of Syngen
*Exhibit H Financial Statements of Syngen
*Exhibit I Legal Descriptions of Real Property of Syngen
*Exhibit J List of Personal Property of Syngen
*Exhibit K Patents, Trademarks, Service Marks of Syngen
*Exhibit L List of Syngen Bank Accounts and Signatories Therefor
*Exhibit M Schedule of Exceptions of Aethlon
*Exhibit N Financial Statements of Aethlon
*Exhibit O Legal Descriptions of Real Property of Aethlon
*Exhibit P List of Personal Property of Aethlon
*Exhibit Q Patents, Trademarks, Service Marks of Aethlon
*Exhibit R List of all Aethlon Insurance Policies
*Exhibit S List of Aethlon Bank Accounts and Signatories Therefor
* The Company agrees to furnish supplementally to the Securities and Exchange
Commission a copy of the exhibits to the Agreements and Plan of
Reorganization upon request.