-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EJYeXIIPPGVM/U9t7r5auO8SvlTyZo8848h1SzPDnB+N6e7zhKEI4oQPEQiqqeRr meMqPcphJVqHuPkRwKAOug== 0000950123-02-003126.txt : 20020415 0000950123-02-003126.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950123-02-003126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020315 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POINT THERAPEUTICS INC CENTRAL INDEX KEY: 0000919745 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 043216862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23776 FILM NUMBER: 02591593 BUSINESS ADDRESS: STREET 1: 140 LOCKE DR CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 5084856850 MAIL ADDRESS: STREET 1: 140 LOCKE DR CITY: MARLOBOROUGH STATE: MA ZIP: 01752 FORMER COMPANY: FORMER CONFORMED NAME: HEMASURE INC DATE OF NAME CHANGE: 19940315 FORMER COMPANY: FORMER CONFORMED NAME: HMSR INC DATE OF NAME CHANGE: 20010618 8-K 1 y59064e8-k.txt POINT THERAPEUTICS, INC. 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 28, 2002 (March 15, 2002) -------------------------- POINT THERAPEUTICS, INC. -------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 0-19410 04-3216862 ------------------------- ---------------- ---------------- (State or Other Jurisdiction of (Commission File (I.R.S. Employer Incorporation) Number) Identification No.) 75 Kneeland Street BOSTON, MASSACHUSETTS 02111 - ------------------------------------- ------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (617) 636-0680 HMSR Inc. 140 Locke Drive MARLBOROUGH, MASSACHUSETTS 01752 (Former Name or Former Address, if Changed Since Last Report.) -------------------------- ITEM 1. CHANGE OF CONTROL OF REGISTRANT On March 15, 2002, HMSR Inc. (now renamed Point Therapeutics, Inc.) (the "Company"), a Delaware corporation, PT Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company ("PT Acquisition"), and Point Therapeutics, Inc. (now renamed Point Therapeutics Massachusetts, Inc.) ("Point Massachusetts"), a Massachusetts corporation, consummated a merger (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of November 15, 2001 (the "Merger Agreement"), among the Company, PT Acquisition and Point Massachusetts. Pursuant to the Merger Agreement, PT Acquisition merged with and into Point Massachusetts. Point Massachusetts was the surviving corporation in the Merger and became a wholly-owned subsidiary of the Company. The Company also announced on March 15, 2002 the approval of an amendment of its Certificate of Incorporation to effect a 1-for-10 reverse split of the Company's common stock and to change the Company's name to Point Therapeutics, Inc. Effective on March 18, 2002, the OTC Bulletin Board stock symbol for the Company's common stock was changed to "POTP." Pursuant to the Merger Agreement, each share of Point Massachusetts common stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive 4.16168 shares of the Company's common stock. The total number of issued and outstanding shares of the Company's common stock was approximately 9,276,000 immediately after giving effect to the Merger and the 1-for-10 reverse split. Pursuant to the Merger Agreement, all outstanding options and warrants to purchase shares of Point Massachusetts common stock were assumed by the Company and may be exercised only for shares of the Company's common stock on the same terms and conditions as were in effect prior to the effective time of the Merger. The number of shares of the Company's common stock subject to each stock option and warrant assumed by the Company is the number of whole shares of the Company's common stock (omitting any fractional share) determined by multiplying the number of shares of Point Massachusetts common stock subject to each such stock option or warrant immediately prior to the effective time of the Merger by the exchange ratio of 4.16168. The per share exercise price of each stock option and warrant assumed by the Company was adjusted by dividing the per share exercise price by the exchange ratio of 4.16168 and rounding up to the nearest cent. As a result of the Merger, the former stockholders of Point Massachusetts held, immediately after the Merger, approximately 79.6% of the issued and outstanding shares of the Company's common stock; the remaining 20.4% of the issued and outstanding shares of the Company's common stock were held by the stockholders who held the Company's common stock immediately before the Merger became effective. Pursuant to the terms of the Merger Agreement, on March 15, 2002, John McGuire and Justin Doheny resigned from the Board of Directors of the Company and Mr. McGuire, James Murphy and Peter Sutcliffe resigned as officers of the Company. The Board of Directors of the Company (the "Board") was increased in size to five members, and Donald R. Kiepert, Jr., Thomas M. Claflin, Daniel T. Roble and William J. Whelan, Jr. were elected to serve on the Board; Timothy J. Barberich remained a member of the Board. These five members of the Board had also served as the members of the Point Massachusetts board of directors prior to the Merger. The Board subsequently appointed Donald R. Kiepert, Jr. as Chairman of the Board, President and Chief Executive Officer; Richard N. Small as Senior Vice President, Chief Financial Officer and Treasurer; and Peter B. Finn, Esquire, as Secretary. A copy of the Merger Agreement was included as Exhibit 2.1 to the Company's Registration Statement on Form S-4, filed with the Commission on February 11, 2002, and is incorporated by reference herein. 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS As a result of the Merger, the Company acquired all of the outstanding shares of Point Massachusetts capital stock. For accounting purposes, the acquisition has been treated as the acquisition of HMSR Inc. by Point Massachusetts with Point Massachusetts as the acquiror. The historical financial statements of Point Massachusetts prior to March 15, 2002 will be those of Point Massachusetts. The exchange ratio for conversion of shares of Point Massachusetts common stock into shares of the Company's common stock was determined by HMSR and Point through arms-length negotiations. In accordance with the terms of the Merger Agreement, the initial exchange ratio set forth in the Merger Agreement was subject to adjustment based, in part, on the amount of "Net Available Cash" (as defined in the Merger Agreement) of the Company. The Final Net Available Cash amount was determined to equal $14,157,000, and the final exchange ratio was 4.16168. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Business Acquired. Any financial statements for Point Massachusetts (formerly named Point Therapeutics, Inc.) related to the Merger required to be filed by this Item 7 of Form 8-K will be filed by amendment to this Form 8-K not later than sixty days from the filing of this initial report. (b) Pro Forma Financial Information Any financial statements for Point Massachusetts (formerly named Point Therapeutics, Inc.) related to the Merger required to be filed by Article 11 of Regulation S-X will be filed by amendment to this Form 8-K not later than sixty days from the filing of this initial report. (c) Exhibits 2.1 Agreement and Plan of Merger, dated November 15, 2001, among HMSR Inc., PT Acquisition Corp., and Point Therapeutics, Inc. (Incorporated by reference to HMSR's Registration Statement on Form S-4 (File No. 333-82464)) 3.4 Certificate of Amendment of Certificate of Incorporation of Point Therapeutics, Inc. (formerly named HMSR Inc.) 3 SIGNATURE 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. POINT THERAPEUTICS, INC. Date: March 28, 2002 By: /s/ Donald R. Kiepert, Jr. ---------------------------------- Name: Donald R. Kiepert, Jr. Title: President and Chief Executive Officer 4 EXHIBIT INDEX The following designated exhibits are filed herewith: Exhibits - ------- Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger, dated November 15, 2001, among HMSR Inc., PT Acquisition Corp., and Point Therapeutics, Inc. (Incorporated by reference to HMSR's Registration Statement on Form S-4 (File No. 333-82464)) 3.4 Certificate of Amendment of Certificate of Incorporation of Point Therapeutics, Inc. (formerly named HMSR Inc.) 5 EX-3.4 3 y59064ex3-4.txt CERTIFICATE OF AMENDMENT EXHIBIT 3.4 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF HMSR INC. Pursuant to Section 242 of the General Corporation Law of THE STATE OF DELAWARE HMSR Inc. (hereinafter called the "Corporation"), a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: That the Board of Directors of said Corporation (the "Board"), pursuant to a written action in lieu of a meeting, as filed with the minutes of the Board, duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth an amendment to the Certificate of Incorporation of the Corporation and proposing and declaring said amendment to be advisable. The resolution setting forth the amendment is as follows: RESOLVED: Article FIRST of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows: "The name of the Corporation is Point Therapeutics, Inc." RESOLVED: Upon the effectiveness hereof, the following paragraph of Article FOURTH of the Certificate of Incorporation of to Corporation be amended by inserting the succeeding paragraph immediately following the first paragraph of Article Fourth: "Upon this Certificate of Amendment to the Certificate of Incorporation becoming effective pursuant to the DGCL (the "Effective Time"), each share of the Corporation's Common Stock, par value $0.01 per share (the "Old Common Stock"), issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted into one-tenth (1/10) of a share of Common Stock, par value $0.01 per share, of the Corporation (the "New Common Stock"). Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock as equals the product obtained by multiplying the number of shares of Old Common Stock represented by such certificate immediately prior to the Effective Time by one-tenth (1/10)." SECOND: That the effective date and time of this Certificate of Amendment of Certificate of Incorporation shall be March 15, 2002 at 4:30 p.m. IN WITNESS WHEREOF, HMSR Inc. has caused this Certificate to be signed by John F. McGuire, III, its President, this 15th day of March, 2002. HMSR INC. By: /s/ John F. McGuire --------------------------- Name: John F. McGuire, III Title: President -----END PRIVACY-ENHANCED MESSAGE-----