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: October 27, 2004
LIFELINE THERAPEUTICS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 000-30489 84-1097796
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
6400 South Fiddler's Green Circle, Englewood, CO 80111
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(New address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (720) 488-1711
YAAK RIVER RESOURCES, INC.
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(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
Lifeline Therapeutics, Inc. (the "Company") has entered into employment
agreements to be with new management as approved by the Company's existing board
of directors. The employment agreements will provide for a term of two years,
will be terminable for cause or upon a change of control, and will provide for
base salaries as follows:
William Driscoll -- $180,000 per year
Paul Myhill -- $120,000 per year
Daniel W. Streets -- $120,000 per year
Following the completion of the reorganization, the Company expects to
obtain normal employee benefits (such as health insurance and life insurance),
and may provide its executives and other employees additional benefits.
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
On October 26, 2004, the Company has completed the reorganization by which it
acquired approximately 81% of the outstanding capital stock of Lifeline
Nutraceuticals Corporation ("Lifeline Nutraceuticals") pursuant to a Plan of
Reorganization that was previously announced. The Company also assumed $240,000
of convertible indebtedness and $559,000 of bridge capital financing that had
previously been issued by Lifeline Nutraceuticals.
The following table sets forth (and as adjusted for the issuance of shares to
shareholders of Lifeline Nutraceuticals holding 81% of the outstanding Lifeline
Nutraceuticals common stock), certain information with respect to the common
stock beneficially owned by: (i) each Director, nominee and executive officer of
the Company; (ii) each person who owns beneficially more than 5% of the common
stock; and (iii) all Directors, nominees and executive officers as a group. If
the Company acquires more than 80% of the outstanding shares, the ownership
interests of each of the named persons will be diluted.
(i) each Director, nominee and executive officer of the Company:
Name and Address of Pre-Transaction Amount Post Post Transaction
Beneficial Owner and nature of Number of Transaction % of Class
Beneficial Ownership
Shares
Blaize N. Kaduru (1) 0 0 0%
423 Baybridge Drive
Sugarland, TX 77478
Robert Pike (1) 10,000 10,000 .06%
423 Baybridge Drive
Sugarland, TX 77478
William Driscoll (2) 0 5,623,800 34.34%
6400 South Fiddler's
Green Circle, Suite 1750
Englewood, CO 80111
Paul Myhill (2) 0 4,699,890 28.70%
6400 South Fiddler's
Green Circle, Suite 1750
Englewood, CO 80111
Daniel W. Streets (2)(3) 0 2,008,500 12.27%
6400 South Fiddler's
Green Circle, Suite 1750
Englewood, CO 80111
Christopher J. Micklatcher (2) 0 562,380 3.43%
6400 South Fiddler's
Green Circle, Suite 1750
Englewood, CO 80111
(1) Resigning Director
(2) New Director
(3) Does not includes shares that may be acquired by Mr. Streets' wife's Roth
IRA if she should chose to convert the $82,000 she has invested through Bridge
Loan financing into the Private Placement or exercise the warrants attached to
the Private Placement or the warrants attached to the Bridge Loan financing.
Conversion price and the exercise price of the attached warrants cannot be
determined until the Private Placement share price is determined.
All of the above disclaim any beneficial ownership in shares of the Company
owned by other family members.
(ii) each person who owns beneficially more than 5% of the common stock
(based on the Company acquiring approximately 81% of the outstanding common
stock of Lifeline Nutraceuticals as described above):
Name and Address of Pre-Transaction Amount and Post Transaction Post Transaction
Beneficial Owner and nature of Number of % of Class
Beneficial Ownership
Shares (post-reverse split)
Eric Sunsvold 98,450 98,450 .60%
423 Baybridge Drive
Sugarland, TX 77478
Donald J. Smith 405,617 (1) 456,618 2.80%
2501 E. Third Street
Casper, WY 82609
Darrell Benjamin 63,603 63,603 .39%
6658 S. Starlight Rd.
Morrison, CO 80465
William Driscoll (2) 0 5,623,800 34.34%
6400 South Fiddler's
Green Circle, Suite 1750
Englewood, CO 80111
Paul Myhill (2) 0 4,699,890 28.70%
6400 South Fiddler's
Green Circle, Suite 1750
Englewood, CO 80111
Daniel Streets(2) 0 2,008,500 12.27%
6400 South Fiddler's
Green Circle, Suite 1750
Englewood, CO 80111
Joseph McCord 0 1,928,160 11.78%
6400 South Fiddler's
Green Circle, Suite 1750
Englewood, CO 80111
(1) The figure shown includes 147 shares held in the name of Suvo Corp. Mr.
Smith is the beneficial owner of Suvo Corp.
(2) New Director
As a result of the completion of the reorganization, the Company will be engaged
in the business of marketing unique antioxidant therapies involving the body's
first line of defense against oxidative stress - its three primary antioxidant
enzymes: Superoxide Dismutase (SOD), Catalase (CAT) and Glutathione Peroxidase
(GPX.) The Company is in the process of developing, testing and acquiring
technologies that target these three enzymes.
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under and Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 - Unregistered Sales of Equity Securities
(a)(1) On October 26, 2004, the Company completed a Plan and Agreement with
Lifeline Nutraceuticals Corporation whereby the shareholders holding
approximately 81% of the outstanding stock of Lifeline Nutraceuticals exchanged
their stock in Lifeline Nutraceuticals for 15,385,110 shares of newly issued
stock in the Company. The newly issued shares represent approximately 94% of the
outstanding stock of the Company.
(2) In addition the Company exchanged $240,000 in new promissory notes for a
like amount of convertible debt obligations of Lifeline Nutraceuticals. The new
promissory notes contain the same privilege as the original notes to convert to
shares of stock in the Company at the rate of fifty cents per share. These notes
bear a 10% rate of interest and mature December 15, 2005, if not earlier
converted.
(3) The Company also exchanged $559,000 in new promissory notes for a like
amount of bridge note obligations of Lifeline Nutraceuticals. The bridge notes
bear interest at 10% per annum and are due the earlier of six months from the
date of the exchange or the closing of the first $1,000,000 of the Company's
proposed private placement offering. The bridge note holder shall also receive
warrants to purchase common stock to be issued in the private placement equal to
the principal amount divided by the per-share offering price, with an exercise
price equal to the offering pricing. The warrants shall be exercisable for a
period of one year after the closing of the offering. By way of example, if the
bridge note is for $100,000 and the private placement offering occurs at $2.00
per share (of which there can be no assurance), then the bridge note holder
would have a warrant allowing for the purchase of 50,000 shares of Lifeline
Therapeutics, Inc. common stock at $2.00.
(b) The Company used no underwriter to complete this transaction. No finders'
fee, commission, or other compensation was paid. The persons who received the
Company's securities are all persons who represented to the Company that they
were accredited investors and who were previously securities holders associated
with Lifeline Nutraceuticals.
(c) None of the securities were sold for cash, but were issued in exchange for
other securities in the reorganization described above.
(d) The Company relied on the exemption from registration provided by Sections
4(2) and 4(6) under the Securities Act of 1933 for this transaction. The Company
did not engage in any public advertising or general solicitation in connection
with this transaction. The Company provided the accredited investor with
disclosure of all aspects of our business, including providing the accredited
investor with the Company's reports filed with the Securities and Exchange
Commission, press releases, access to the Company's auditors, and other
financial, business, and corporate information. Based on the Company's
investigation, the Company believes that the accredited investors obtained all
information regarding the Company they requested, received answers to all
questions the posed, and otherwise understood the risks of accepting the
Company's securities for investment purposes.
(e) The common stock issued is not convertible or exchangeable. The notes issued
by the Company are convertible into common stock on the terms described above in
paragraphs (a)(2) and (a)(3).
(f) Since the Company received no cash proceeds from the issuance of the
securities, there is no use of proceeds to report.
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountants
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
None.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
Subject to compliance with Section 14(f) of the Securities and Exchange Act
of 1934, Blaize N. Kaduru and Robert Pike acknowledged their intention to submit
their resignations from the Board of Directors of the Company. Notice to
Shareholders pursuant to Section 14(f) was mailed on October 20, 2004. The
Company anticipates that the resignations will be executed and shall be
effective ten days after the Schedule 14(f) notification was mailed to
shareholders. Upon the closing of the plan of reorganization, Mr. Kaduru and Mr.
Pike expanded the Company's board of directors to four persons and they
appointed William Driscoll and Paul Myhill. Upon the effectiveness of the
resignations, Messrs. Driscoll and Myhill will appoint Daniel W. Streets and
Christopher J. Micklatcher to fill the two vacancies created by Messrs. Kaduru's
and Pike's resignation.
Stock ownership of New Directors:
William Driscoll 5,623,800 34.34%
Paul Myhill 4,699,890 28.70%
Daniel W. Streets 2,008,500 12.27%
Christopher J. Micklatcher 562,380 3.43%
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
The following sets forth the names and ages of the current Directors, nominees
for directors and executive officers of the Company, the principal positions
with the Company held by such persons and the date such persons became a
Director or executive officer. The Directors serve one year terms or until their
successors are elected. The Company has not had standing audit, nominating or
compensation committees of the Board of Directors or committees performing
similar functions. All such applicable functions have been by the Board of
Directors as a whole. During the fiscal year ended December 31, 2003, the Board
of Directors held no formal meeting. There are no family relationships among any
of the Directors, nominees or executive officers.
BLAIZE N. KADURU. Mr. Kaduru is an Adjunct Professor, teaching economics and
business related college courses at Wharton Junior College in Sugarland, Texas,
since January 2003. Previously, he was Executive Vice President of Business
Development for Wireless Communications Technology, Inc., a spin-off of Prodigy
Communications Inc. in Houston, Texas. Mr. Kaduru will resign as CEO, President
and Secretary/Treasurer of Yaak River Resources, Inc. at the completion of the
transactions contemplated in the Plan and Agreement of Reorganization and will
resign as Director effective 10 days after the Notice to Shareholders is mailed,
in compliance with Section 14f of the Securities Exchange Act of 1934.
ROBERT PIKE. Mr. Pike has been Vice President and a Director of the Company
since December 21, 1999. Mr. Pike is a retired banker. For more than the past
five years, he has been an investor. Also for more than the past five years, Mr.
Pike has been President and sole owner of Bob Pike Associates, Inc., a real
estate consulting and inspection firm, based in Englewood, Colorado, that serves
financial institutions. Mr. Pike will resign as Vice President of Yaak River
Resources, Inc. at the completion of the transactions contemplated in the Plan
and Agreement of Reorganization and will resign as Director effective 10 days
after the Notice to Shareholders is mailed, in compliance with Section 14f of
the Securities Exchange Act of 1934.
WILLIAM J. DRISCOLL, will become PRESIDENT AND a DIRECTOR. Mr. William Driscoll
has a background in management and marketing. At 25 he was the plant manager or
United Solder Wrap and became the President of Union Petroleum in 1987. He
entered the financial industry in 1988 and within three years was promoted to
branch manager, regional manager and finally national sales manager of L. F.
Thomson.
Mr. Driscoll has worked at such nationally-respected firms as Dean Witter and
Merrill Lynch. Mr. Driscoll has held speaking engagements at several Fortune 500
companies including American Airlines, Alcatel, E Systems, 3M and Rockwell
International. From 1998 until 2003 he was President of Destiny Advisors, a
"Strategic Management" consulting firm who assisted companies with writing
business plans and news releases, in addition to recruiting key personnel for
client companies, including CEO's, CFO's, directors and qualified marketing
persons.
PAUL R. MYHILL, will become VICE PRESIDENT and a DIRECTOR. Paul Myhill received
his MBA from the University of Texas at Austin in 1990, in Marketing Brand
Management). As a self-employed entrepreneur and consultant since 1989, he has
been involved in planning, funding, and launching business ventures. During that
period, he has led six different business ventures which all required
significant capital investment and bottom-line management. Mr. Myhill's
specialization is in the area of business and product marketing. He is the
former owner of an advertising and media placement agency, USAboards, Inc.,
co-owner of a financial public relations firm, Fair Market Value, LLC, and
founder and President of NABO, Inc., a specialty distribution business with
multiple warehouse operations. Mr. Myhill has developed and overseen many
marketing and product distribution plans. Mr. Myhill filed for personal
bankruptcy in Texas in November 1997, and received a discharge in April 1998.
The personal bankruptcy resulted from the failure of a business he was managing
where personal and business funds and expenses were co-mingled.
Mr. Myhill has served on numerous corporate boards (for-profit and non-profit)
and presently sits on the board of directors for Brookstone Christian Academy of
Colorado as an organizational and promotional advisor. From December of 1998 to
April of 2002 Mr. Myhill was Director of Missions at Bent Tree Bible Fellowship
and then from April of 2002 to November of 2002 he became Director of Projects
at Chinese Children's Charities. In November of 2002 he was Pastor of Missions
and Membership at Faith Baptist Church until September of 2003.
CHRISTOPHER J. MICKLATCHER, will become a DIRECTOR. Mr. Micklatcher has been a
certified public accountant and attorney practicing in the state of Michigan
since 1990. Mr. Micklatcher graduated from the University of Michigan in 1980
with a BBA in Finance and Accounting, and (in 1984) from Wayne State Law School
with a J.D. specializing in Tax Law. He is currently licensed as both a
certified Public Accountant and Attorney. Mr. Micklatcher has specialized in
implementing accounting, compliance and tax systems for clients ranging from
Fortune 100 companies to small start up operations. He is the President of
Alternative Tax Solutions, a full service legal, accounting, tax preparation and
consulting practice specializing in assisting small businesses and individuals.
Mr. Micklatcher is a member of the American Institute of Certified Public
Accountants as well as the Michigan Bar Association. Mr. Micklatcher was
Director of Triad Innovations, Inc. (2001-2002) and President in 2002.
DANIEL W. STREETS, will become SECRETARY, TREASURER and a DIRECTOR. Mr. Streets
was a Manager of KPMG Peat Marwick (from June 1975 to June 1983) and has served
as the CFO of six corporations, including high-volume companies with annual
revenues in excess of $400,000,000. A few of these companies include Vista
Travel Ventures from May of 1999 to February of 2001 and Sopris Development
Group from May 2001 to December of 2003. Mr. Streets graduated from The Ohio
State University in 1975 with a bachelor's degree in business administration.
The Company does not have an audit committee, nominating committee, or other
committees of the board. Since the Company has not historically had a nominating
committee, all directors participated in determining who the nominees to the
board of directors would be. All directors review the financial statements and
interact with the Company's auditors. The new board of directors believes that
at this current stage of development and financial capability, it would be cost
prohibitive to establish a nominating committee or an audit committee.
Consequently the entire board of directors will continue to perform those
functions.
The board of directors has established a process to communicate with the
directors. All communications should be sent to one of the named directors at
the Company's address, Lifeline Therapeutics, Inc., Suite 1750, 6400 South
Fiddler's Green Circle, Englewood, CO 80111.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The Board has approved amended and restated articles of incorporation which
will be presented to the shareholders for approval at a meeting expected to be
held in January or February 2005.
The Board has also approved amended and restated bylaws that became
effective on approval.
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi-
sion of the Code of Ethics.
None
Section 6 - [Reserved]
Section 7 - Reulation FD
Item 7.01 Regulation FD Disclosure
None
Section 8 - Other Events
Item 8.01 Other Events
None
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired. (b) Pro Forma financial
information.
Audited Financial Statements for Lifeline Nutraceuticals Corporation
as of and for the year ended June 30, 2004 as well as unaudited proforma
combined financials for Lifeline Nutraceuticals Corporation and Lifeline
Therapeutics, Inc. as of and for the year ended June 30, 2004 will be filed
within 71 days by amendment to this Form 8-K.
(c) Exhibits
The following exhibits are included with this filing.
3.01 Amended and restated articles of incorporation (not yet effective,
subject to shareholder approval)
3.02 Amended and restated bylaws of Lifeline Therapeutics, Inc.
10.01 Employment contract between William Driscoll and Lifeline
Therapeutics, Inc.
10.02 Employment contract between Paul Myhill and Lifeline Therapeutics,
Inc.
10.03 Employment contract between Dan Streets and Lifeline Therapeutics,
Inc.
10.04 Agreement and Plan of Reorganization Among Yaak River Resources, Inc.
(A Colorado Corporation) and Lifeline Nutraceuticals Corporation
(A Colorado Corporation) As Of September 21, 2004
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 thereunto duly authorized.
Date: October 27, 2004
LIFELINE THERAPEUTICS, INC.
By: /s/ William J. Driscoll
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William J. Driscoll,
CEO/President