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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported) December 10, 2004
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BIOSYNERGY, INC.
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(Exact name of Registrant as specified in its charter)
Illinois 0-12459 36-2880990
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(State or other jurisdiction (Commission (IRS Employer
or incorporation) File Number) Identification)
1940 E. Devon, Elk Grove Village, Illinois 60007
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(Address of principal executive offices)
Registrant's telephone number, including area code: (847) 956-0471
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EXHIBITS
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BIOSYNERGY, INC.
EXHIBIT INDEX
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Exhibit Page Number Pursuant to
Number Exhibit Sequential Nuumbering System
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10(i) Amended Stock Option Agreement E1
dated November 12, 2004,
between the Company and Fred K.
Suzuki
AMENDED STOCK OPTION AGREEMENT
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THIS AGREEMENT, effective this 12th day of November, 2004, is
by and between Biosynergy, Inc., an Illinois Corporation ("Grantor")
and Fred K. Suzuki ("Grantee").
WHEREAS, on November 12, 2001, the Grantor granted to the
Grantee an option (the "Original Option") to purchase 2,731,000
Shares (defined below) for the purchase price $.025 per share
pursuant to a Stock Option Agreement dated November 12, 2001 (the
"Stock Option Agreement"); and
WHEREAS, the Original Option expires on November 12, 2004; and
WHEREAS, the Grantor believes it to be in its best interest to
extend the Option to the extent the Grantee did not exercise such
Original Option to purchase the Shares (defined below) by amending
such Stock Option Agreement;
BE IT THEREFORE RESOLVED, that the Grantor hereby agrees to
extend the Stock Option Agreement in its entirety to read as follows:
WITNESSETH
1. Grant of Option. For valuable consideration, the receipt
of which is hereby acknowledged, Grantor hereby grants to
Grantee the option ("Option") to purchase all or a portion
of 2,591,000 shares, as adjusted, of Grantor's authorized
but unissued no par common stock ("Shares") for the
purchase price of $.025 per Share, subject to the terms
and conditions of this Agreement.
2. Exercise. The Option shall be exercisable after the
effective date of this Agreement and for a period of two
years. In no event shall the Option be exercisable after
November 12, 2006.
3. Exercise of Option. The Option may be exercised by
Grantee delivering notice to Grantor of Grantee's intent
to exercise all or a portion of the Option, in one or more
transactions, with delivery of the purchase price for the
number of Shares purchased and a Stock Option Exercise
Agreement in form and substance as set forth in Exhibit A
attached hereto. Grantor shall, within a reasonable
period of time after exercise of the Option, deliver
certificates evidencing the Shares purchased to Grantee.
4. Anti-Dilution Provision. In the event of a stock
dividend, stock split, merger or reclassification with
respect to the Grantor's common stock occurs during the
one year period commencing on the effective date hereof,
or any extension thereof, the Option exercise price shall
be proportionately reduced or increased and the number of
shares subject to the Option shall be proportionately
increased or decreased as appropriate to place the Grantee
in the same position as Grantee would have been if he had
exercised the Option immediately before the stock
dividend, stock split, merger or reclassification;
provided, however, these adjustments shall not apply if
the adjustments will be less than $.001 per share.
5. Reservation of Shares. The Grantor shall reserve up to
2,591,000 Shares for issuance and/or delivery upon
exercise of the Option. No fractional shares or script
representing fractional shares shall be issued upon
exercise of the Option.
6. Violation of Law. The Option may not be exercised if its
exercise would violate any applicable state securities
law, any registration under or any requirements of the
Securities Act of 1933, the Securities Exchange Act of
1934, the rules of an exchange on which the Shares are
traded, any other law of the State of Illinois, or any
other federal law.
7. Unregistered Stock. Grantee acknowledges that the Shares
are not registered under the Securities Act of 1933, and
that the Shares cannot be transferred unless they are
registered under the Act, or an exemption from such
registration is available and established to the
satisfaction of the Grantor and that any resale, transfer,
or other distribution of the Shares may only be made in
conformity with Rule 144 of the Securities Act of 1933.
The Grantor may place a legend on the certificate or
certificates evidencing the Shares restricting the
transfer of such Shares which may limit the ability of
Grantee to pledge, transfer or sell the Shares.
8. Invalidity of Transaction. In the event that the grant of
the Option or the transfer, sale or purchase of the Shares
as provided herein shall be determined to be invalid
pursuant to any federal or state law, this Agreement shall
be null or void, and the parties hereto shall execute such
documents as may be necessary to reconvey the Shares,
return to Grantee the consideration for the Shares, and
nullify this Agreement. In such event, the parties shall
incur the cost for such reconveyances as their interests
may appear.
9. Representations of Grantee. Grantee hereby represents and
warrants as follows: a) he can bear the economic risk of
losing his entire investment in Shares and can afford to
hold the Shares for an indefinite period of time; b) that
he is an accredited investor as defined by the Securities
Act of 1933 and the regulations thereunder; c) he has
received and reviewed all documents, records and books
pertaining to an investment in the Shares which he deems
necessary; d) he has had the opportunity to ask questions
of, and receive answers from, the officers and directors
of the Grantor concerning the terms of investment in the
Shares and additional information, to the extent it can be
acquired without unreasonable effort or expense, necessary
to verify the accuracy of information provided by the
officers and directors of the Grantor; and e) that the
Grantor has virtually no profitable financial or operating
history, and that Grantee understands the Shares are a
speculative investment which involves a high degree of
risk of loss by him of the entire investment in the Shares.
10. Restriction on Conveyances. During the term of this
Agreement, Grantor shall not issue, encumber, sell,
transfer or otherwise convey the Shares or any interest
therein without the written consent of Grantee, which may
be withheld for any reason whatsoever.
11. Survival of Terms and Conditions. As mutually agreed by
and between the parties hereto, the terms and conditions
herein contained shall survive the exercise of the Option
and shall extend to and be obligatory upon the
administrators, successors and assigns of the parties hereto.
12. Shareholder Approval. Notwithstanding anything herein to
the contrary, this Agreement is specifically subject to
approval by the Shareholders of the Grantor. The Grantor
shall submit this Agreement to the Shareholders of the
Grantor for approval at the next meeting of such
Shareholders. In the event this Agreement is not approved
by the Shareholders as aforesaid, the Grantor shall
repurchase from the Grantee all Shares purchased by the
Grantee by exercise of the Option within 30 days after the
Shareholders fail to approve this Agreement. The
repurchase price for the Shares shall be the purchase
price paid by Grantee upon exercise of the Option as set
forth in Section 1 above, plus 10% of such purchase price
for each year (prorated for partial years) the Grantee was
the owner of the Shares, determined as of the date the
Shareholders fail to approve this Agreement. In this
respect, Grantee agrees, warrants and covenants not to
sell, transfer or encumber the Shares purchased upon
exercise of the Option until this Agreement has been
approved by the Shareholders, except upon the prior
written consent of the Grantor.
13. Notices. All notices herein required shall be in writing
and shall be served on the parties at the addresses last
known to the party giving notice. The mailing of a notice
by registered or certified mail, return receipt requested,
shall be sufficient legal service of process.
14. Text to Control. The headings of sections are included
solely for convenience of reference. If any conflict
between any heading and the text of this Agreement exists,
the text shall control.
15. Severability. Except as provided in Section 8, if any
provision of this Agreement is declared by any court of
competent jurisdiction to be invalid for any reason, such
invalidity shall not affect the remaining provisions. On
the contrary, such remaining provisions shall be fully
severable, and this Agreement shall be construed and
enforced as if such invalid provision had never been
inserted in this Agreement.
16. Amendment. This Agreement may be amended, altered or
revoked at any time, in whole or in part, by filing with
this Agreement a written instrument setting forth such
changes, signed by the parties hereto.
17. Applicable Law. This Agreement shall be governed by and
construed and enforced under the laws of the State of
Illinois, without regard to its conflict of law rules.
IN WITNESS WHEREOF, the undersigned parties have caused this
Agreement to be duly executed on the day and year first written above.
BIOSYNERGY, INC.
December 10, 2004 /s/Fred K. Suzuki/s/
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Fred K. Suzuki, President
Date December 10, 2004 ATTEST:
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/s/Lauane C. Addis/s/
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Lauane C. Addis, Secretary
EXHIBIT A
STOCK OPTION EXERCISE AGREEMENT
Biosynergy, Inc.
1940 East Devon Ave.
Elk Grove Village, IL 60007
Gentlemen:
Pursuant to the Stock Option Agreement dated November 12, 2004
between Biosynergy, Inc. (the "Company") and Fred K. Suzuki (the
"Investor" or "undersigned"), the Investor hereby exercises its
option to purchase shares of the Company's no
par value common stock ("Shares") at an option price of $.025 per
share.
In connection with the issuance to the undersigned of
Shares, the undersigned hereby represent(s), understand(s) and
acknowledge(s) that: The Shares are not registered under the
Securities Act of 1933, as amended ("1933 Act"), and that the sale
to the undersigned is to be a private sale of shares exempt under
the applicable sections of the 1933 Act and/or applicable rules and
regulations promulgated thereunder; the undersigned is acquiring
such securities for investment for its own account, with no present
intention of dividing participation with others or selling or
otherwise distributing same; the Shares may be "Restricted
Securities" as that term is defined in Rule 144 as promulgated under
the 1933 Act; if the Shares are restricted securities they must be
held indefinitely, unless they are registered under the 1933 Act or
an exception from such registration is available; the Shares will
contain substantially the following legend; "The securities
represented by this certificate may not be offered for sale, sold or
otherwise transferred except pursuant to an effective registration
statement under the Securities Act of 1933 ("the Act"), or pursuant
to an exemption from registration under the Act, the availability of
which is to be established to the satisfaction of the issuer. The
presentation of this stock certificate to the transfer agent after
(two years after purchase)
shall be deemed a representation by the record holder that he/she
has been the beneficial owner of the securities for at least two
years and has not entered into any short sale, put or other option
transaction which would toll the holding period under Rule 144(d)
and therefore is free to sell the securities under Rule 144(k),
provided however, that the record holder is not an affiliate of the
Company, which is to be established to the satisfaction of the
issuer"; the above legend on the certificate will limit its value,
including its value as collateral; the Company will instruct its
transfer agent of (or if none, designate on the Company's records)
such restrictions of the transfer of the Shares; the undersigned is
aware that only the Company can file a Registration Statement or a
Form 1-A notification under regulation A under the 1933 Act and that
the Company has no obligation to do so or to take steps necessary to
make Rule 144 available to the undersigned; the undersigned is
knowledgeable and experienced in venture capital investments in
general and, in particular, in venture capital investments similar
in nature to a purchase of the Shares of the Company; the
undersigned has such knowledge and experience in financial and
business matters and is capable of evaluating the merits and
financial and business matters and is capable of evaluating the
merits and risks of an investment in the Company; the undersigned
has relied upon the advice of counsel, accountants or other
consultants as deemed necessary with regard to the tax aspects,
risks and other operations involved in the purchase of the Shares;
the undersigned has made, or caused to be made, such investigation
of the Company, its management, its financial condition and its
operations considered necessary and appropriate to enable it to make
an informed decision regarding the purchase of the Shares; the
undersigned has been presented with an opportunity to ask questions
and receive answers from directors and officers of the Company
relating to the business and operations of the Company and to obtain
any additional information necessary to verify the accuracy of the
information made available to them; he has been given the Company's
latest Form 10KSB and/or Form 10QSB; the undersigned is therefore
satisfied as to the present status and condition of such matters;
the undersigned has been presented with and understood the Company's
business plan, including, among other things, the nature and
business of the Company and its method of operation, financial
reports, management and risk factors associated with the Company's
business; the undersigned can bare the economic loss of any
investment with regard to the Shares and can afford to hold the
Shares for an indefinite period of time; the undersigned has
sufficient liquid assets to make this investment and provide for his
needs; the undersigned is aware that the Shares constitute a
speculative investment which involves a high degree of risk of loss
of any investment, and there can be no guarantee of the amount of
the funds available for distribution on liquidation or for any other
type of consideration flowing to the undersigned from the Company as
a result of owning the Shares, including dividends; the undersigned
understands that there is no guarantee of any dividends ever being
paid, and that the payment of dividends is within the discretion of
the Board of Directors of the Company; the undersigned understands
that no promises have been made concerning the subject of the
transfer of Shares by the Company; and the acknowledges that it
understands the meaning and legal consequences of the
representations and warranties contained in this letter agreement,
that the Company and its directors, officers and agents are relying
on the accuracy of the representations not be permitted to purchase
any of the Shares offered hereby if any representation or warranty
were known to be false. Accordingly, the undersigned hereby agrees
to indemnify and hold harmless the Company and each of their
directors, officers and agents from and against any and all loss,
damage or liability, including attorney's fees due to or arising out
of a breach of any representation or warranty of the undersigned
contained in this Agreement.
With such full understandings and acknowledgments, the undersigned
does hereby affirm the purchase of Shares, and
delivers the purchase price of $ , in the form of
advances to the company, with this Agreement. The undersigned does
further acknowledge the understanding of the terms and conditions of
this Agreement, and agrees to be bound thereby.
Sincerely,
Sincerely,
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Signature Signature (co-owner, if any)
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Pring Name Print Name
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Address Address (Residence)
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Social Security Number Social Security Number
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Telephone Telephone (Residence)
ACCEPTED THIS ___ DAY OF ____________, 20__.
BIOSYNERGY, INC. ATTEST:
By:------------------------- ----------------------------------
Fred K. Suzuki, President Lauane C. Addis, Secretary