UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported event): April 21, 2003
--------------
NUWAY MEDICAL
---------------
(Exact name of registrant as specified in its charter)
DELAWARE 33-43423 65-0159115
-------- -------- ----------
State or other jurisdiction of Commission File IRS Employer
incorporation Number Identification No.
23461 SOUTH POINTE DRIVE, SUITE 200, LAGUNA HILLS, CA 92653
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(949) 454-9011
----------------
Registrant's telephone number, including area code
NONE
-----
(Former name or former address, if changed since last report)
On March 26, 2003, NuWay Medical, Inc. (the "Registrant") filed a Current Report
on Form 8-K to report a change in control. This Amendment 1 to Form 8-K amends
Item 1 on the current report filed March 26, 2003.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pending approval of the shareholders of the Company, a change in the
control of the Registrant may occur as a result of the following transaction.
On March 26, 2003, New Millennium Capital Partners, LLC, an entity
controlled and owned in part by the registrant's President Dennis C. Calvert
("New Millennium"), entered into an agreement to purchase a $1,120,000 note held
by Summitt Ventures, Inc. due and payable by the registrant on June 15, 2003
(the "Summitt Note").
As part of this same transaction, New Millennium purchased from
shareholders Camden Holdings, Inc. and Summit Healthcare, Inc. 4,182,107 shares
of NuWay Medical, Inc. common stock. This transaction closed on April 9, 2003.
The total purchase price for the transaction in which the stock and
Summitt Note were purchased was $900,000. Consideration was provided via a
promissory note executed by New Millennium (the "New Millennium Note") dated
December 31, 2002 and secured by the stock sold in the transaction and any
shares held by Dennis Calvert. The seller required the purchaser of the Summitt
Note convert the Summitt Note to restricted common stock of the registrant at
the time of acquisition.
The Board of Directors of the Registrant voted on March 26, 2003 to
convert the New Millennium Note to restricted stock in the company at a 37.5%
discount to current market price. The common stock to be issued pursuant to the
conversion is subject to the holding period required by Rule 144. Given the
concerns raised by Nasdaq that the issuance pursuant to this conversion would
violate Nasdaq Marketplace Rules unless shareholder approval of the conversion
is obtained by the Registrant, the Registrant has not issued the subject shares
to New Millennium. The Board has placed approval of the conversion and issuance
of shares that would constitute a change in control on the agenda for the
Registrant's next meeting of shareholders. The Registrant expects this meeting
to take place within 90 days.
As a result of the above-described transaction, no additional shares
have been issued to Mr. Calvert, who now owns approximately 15.4% of the common
stock of the registrant.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial
ownership of shares of the registrant's common stock as of April 22, 2003 by (i)
all stockholders known to the registrant to be beneficial owners of more than 5%
of the outstanding common stock; and (ii) all directors and executive officers
of the registrant, individually and as a group:
------------------ ----------------------------------------------- ------------------------ -----------------
Title of Class Name and Address of Beneficial Owner(1) Amount and Nature of Percent of Class
Beneficial Ownership(2)
------------------ ----------------------------------------------- ------------------------ -----------------
Dennis Calvert
Common 23461 S. Pointe Dr. Ste. 200 4,782,107 15.4%
Laguna Hills, CA 92653
------------------ ----------------------------------------------- ------------------------ -----------------
Joe Provenzano
Common 23461 S. Pointe Dr. Ste. 200 2,224,936 7.2%
Laguna Hills, CA 92653
------------------ ----------------------------------------------- ------------------------ -----------------
Steve Harrison
Common 23461 S. Pointe Dr. Ste. 200 622,043 2.0%
Laguna Hills, CA 92653
------------------ ----------------------------------------------- ------------------------ -----------------
(1) Except as noted in any footnotes below, if any, each person has sole voting
power and sole dispositive power as to all of the shares shown as beneficially
owned by them.
(2) Other than as footnoted below, if any, none of these security holders has
the right to acquire any amount of the shares within sixty days from options,
warrants, rights, conversion privilege, or similar obligations. The amount owned
is based on issued common stock, as well as stock options, which are currently
exercisable.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired Not Applicable
(b) Pro Forma Financial Information Not Applicable
(c) Exhibits
4.0 Promissory Note dated July 16, 2002, between NuWay Medical, Inc. and
Summitt Ventures, Inc.
4.1 Promissory Note dated December 31, 2002, between New Millennium Capital
Partners, LLC and Camden Holdings, Inc., Summit Healthcare, Inc., and
Summitt Ventures, Inc.
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.
Date: April 30, 2003 NUWAY MEDICAL, INC.
By: /s/ Dennis Calvert
--------------------------
Dennis Calvert, President