8-K 1 form8k-67508_mediscience.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 31, 2005 MEDISCIENCE TECHNOLOGY CORP. (Exact name of registrant as specified in its charter) NEW JERSEY 0-7405 22-1937826 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 1235 Folkestone Way, P.O. Box 598, Cherry Hill, New Jersey 08003 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code): (856) 428-7952 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)) 1 of 9 Item Section 1 Registrants Business and Operations Item 1.01. Entry into a material definitive agreement April 1, 2005--Registrant Mediscience Corp. (OTCBB: MDSC), has engaged The Investor Relations Group, Inc. (IRG), based in New York City, to serve as its financial relations and corporate communications agency of record. The text of this agreement is filed as Exhibit 99.1 hereto. A copy of the Company's Press Release issued to announce the entering into the aforementioned agreement is filed as Exhibit 99.2 hereto. (Submitted in full compliance with sections 8-K 1.01 and 2.01 re: "materiality" as applicable and in fulfillment of SEC Section 6, 6.01 Regulation (FD) Full Disclosure, and Section 7 and 7.0 as well as all applicable and presently effective Sarbanes-Oxley disclosure requirements under Regulation G. Item 9.01 Financial Statements and Exhibits c) Exhibits 99.1 INVESTMENT RESEARCH GROUP (IRG) Mediscience AGREEMENT dated April 1, 2005 by and between the registrant and (IRG) 99.2 Press Release of the Company, dated March 31, 2005 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: March 31, 2005 MEDISCIENCE TECHNOLOGY CORP. (Registrant) By: /s/ Peter Katevatis ------------------- Peter Katevatis Chairman and Chief Executive Officer 2 of 9