SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 21, 2002
DISEASE SCIENCES, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-27865 13-264091
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
formation)
620 Herndon Parkway, Suite 360, Herndon, Virginia 20170
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 563-6565
Item 2. Acquisitions or Dispositions
On March 21, 2002, Disease Sciences, Inc. executed an Agreement and Plan of
Merger (DSSC Agreement) with Iceweb Communications, Inc., a Delaware Corporation
and its shareholders. Under the terms of the DSSC Agreement Iceweb was acquired
by and became a wholly owned subsidiary of DSSC. Pursuant to the DSSC Agreement,
each of the 22,720,500 shares of common stock of ICEWEB issued and outstanding
immediately prior to the Merger were converted into the right to receive 1.07
shares of restricted common stock of DSSC, for an aggregate of 24,311,000 DSSC
Common Shares. The source of the approximately 24,311,000 DSSC Common Shares
being exchanged for approximately 22,720,500 Iceweb Common Shares is as follows:
5,600,000 DSSC Common Shares were returned to the DSSC Treasury following the
redemption of DSSC Common Shares; and approximately 18,711,000 additional DSSC
Common Shares were issued from the DSSC Treasury. DSSC redeemed 5,600,000 Common
Shares from Dr. Goldstein and Brian Johns in consideration for (a) forgiveness
of $10,000 promissory notes owing by each to DSSC; and (b) payment of $55,000 by
DSSC to each of Goldstein and John.
Each of the 5,441,000 warrants to purchase ICEWEB Common Shares issued and
outstanding immediately prior to the Merger but not exercised were converted
into the right to receive one warrant to purchase 1.07 Common Shares upon
exercise of said warrant. The 6,980,000 warrants to purchase DSSC Common Shares
remain issued and outstanding. None of said warrants has been exercised.
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Options to purchase ICEWEB Common Shares issued and outstanding immediately
prior to the Merger but not exercised shall be converted into the right to
receive one option to purchase 1.07 Common Shares upon exercise of said options.
Giving effect to the recapitalization, the exchanging Iceweb Shareholders are
the DSSC Controlling Shareholders after the Merger. DSSC has a total of
29,460,935 shares of Common Stock issued and outstanding. The significant
shareholders with 5% or more of the shares are John R. Signorello with 61.7% of
the shares and Michael VanPatten with 5.12% of the shares. The closing of the
agreement has resulted in a change in control of Disease Sciences, Inc.
The foregoing described transaction was previously disclosed in the Company's
Current Report on Form 8-K, filed April 4, 2002. The purpose of this filing is
to amend that Current Report on Form 8-K by filing certain financial statements
and other financial information required by Regulations S-X and identified in
Item 7 below.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The audited balance sheets of Iceweb, Inc. as of September 30, 2001 and
September 30, 2000, and the related statements of operations, changes
in stockholders' deficit and cash flows for the years then ended, with
the unaudited interim period balance sheet of Iceweb, Inc. as of March
31, 2002 and the related statement of operations, changes in
stockholders deficit and cash flows from October 1 2001, to March 31,
2002. This is shown on a comparative basis to the same period for the
previous fiscal year. This is attached hereto as Exhibit 99.1.
(b) Pro Forma Information
The unaudited pro forma financial information of DSSC relating to the
Iceweb, Inc. acquisition is attached hereto as Exhibit 99.2.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly authorized and caused the undersigned to sign
this report on the registrant's behalf.
DISEASE SCIENCES, INC.
By: /s/ John R. Signorello
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Name: John R. Signorello
Title: CEO
Dated: June 14, 2002
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EXHIBIT INDEX
Exhibit No. Description
99.1 The audited balance sheets of Iceweb, Inc. as of September 30,
2001 and 2000, and the related statements of operations,
changes in stockholders' deficit and cash flows for the years
then ended. The unaudited interim period balance sheets of
Iceweb, Inc. as of as of March 31, 2002 and 2001 and the
related statement of operations, changes in stockholders
equity and cash flows from October 1 2001, to March 31, 2002
is also shown on a comparative basis to the same period for
the previous fiscal year.
99.2 Unaudited pro forma combined financial statements.