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): December 2, 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.
Share Purchase Agreement as related to shares in Super Insight Limited;
Allonge to the Share Purchase Agreement as related to shares in Super Insight
Limited
On November 28, 2003 Immtech International, Inc. ("Immtech") entered into
a Share Purchase Agreement and Deed of Indemnity as related to the Shares in
Super Insight Limited (the "Share Purchase Agreement") and an Allonge to the
Share Purchase Agreement and Deed of Indemnity as related to the Shares in Super
Insight Limited and Immtech Hong Kong Limited (the "Allonge") with Mr. Chan Kon
Fung ("Mr. Chan"), Lenton Fibre Optics Development Limited ("Lenton"), Super
Insight Limited ("Super Insight") and Immtech Hong Kong Limited ("Immtech Hong
Kong". Pursuant to the terms of the Share Purchase Agreement and the Allonge,
Immtech purchased (i) from Mr. Chan 100% of Super Insight and its wholly-owned
subsidiary, Immtech Life Science Limited ("Immtech Life Science") and (ii) from
Lenton 100% of Lenton's interest in Immtech Hong Kong. As payment for the shares
of Super Insight and Immtech Hong Kong, Immtech transferred to Mr. Chan its 80%
interest in Lenton and $400,000 in cash.
Immtech Life Science owns two floors of a newly-constructed building
located in the Futian Bounded Zone, Shenzen, in the People's Republic of China
(the "Property") in which Immtech intends to house a pharmaceutical production
facility for manufacture of its products. The Property comprises Level One and
Level Two of a building that will be named the Immtech Life Sciences Building.
The duration of the land use right associated with the building in which the
Property is located is 50 years which expires May 24, 2051.
Under current law, Immtech will enjoy reduced tax on its business located
on the Property because the local government has granted incentives to business
in high technology industrial sectors locating in the Zone. Immtech's intended
pharmaceutical manufacture use qualifies for the tax incentives.
In November 2002 Mr. Chan, the seller of the Property, received 1,200,000
shares of Immtech Common Stock in exchange for the 80% interest in Lenton that
Immtech is transferring to Mr. Chan pursuant to the above transaction. With
1,200,000 shares of Immtech's Common Stock, Mr. Chan qualifies as a 10% holder
of Immtech. The board of Immtech has reviewed the transaction and unanimously
determined that the terms of the transaction are no less favorable to Immtech
than Immtech could have obtained in a transaction with an unaffiliated third
party.
Attached below is Exhibit 10.1, the Share Purchase Agreement and Deed of
Indemnity as related to shares in Super Insight Limited and Exhibit 10.2, the
Allonge to the Share Purchase Agreement and Deed of Indemnity as related to
shares in Super Insight Limited and Immtech Hong Kong Limited.
The following exhibits are filed with this report:
Exhibit Number Description
-------------- ------------------------------------------------------------
10.1 Share Purchase Agreement and Deed of Indemnity as related to
shares in Super Insight Limited
10.2 Allonge to the Share Purchase Agreement and Deed of
Indemnity as related to shares in Super Insight Limited and
Immtech Hong Kong 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: December 2, 2003