Good news for Modern Man:
Friday November 7 11:49 AM EST
Company Press Release
ImmuDyne, Inc. Announces Enforcement of Prior Settlement, Update Regarding Other Litigation, Resignation of Director and Annual Stockholders Meeting
HOUSTON--(BW HealthWire)--Nov. 7, 1997--ImmuDyne, Inc. (''ImmuDyne'' or the ''Company''), announced that it had obtained long awaited court ordered compliance with a prior settlement agreement, that there have been events in other litigation involving the Company, that one of its directors has resigned for personal reasons and that the Company's annual stockholders meeting has been scheduled for December 11, 1997.
On October 24, 1997, the 225th State District Court in San Antonio, Bexar County, Texas ordered Carmel Research, Inc., which is a significant stockholder of the Company, to comply with a previously issued summary judgment order which incorporated terms of a settlement agreement between Carmel, Byron A. Donzis, James D. Wood, the Company, Tom McCarvill and Mark W. McLaughlin, who is a significant stockholder of the Company. The settlement agreement had been entered into after protracted litigation between the parties. After Carmel initially challenged the settlement agreement, the court entered a summary judgment which incorporated many of the elements of the settlement agreement. The summary judgment order provided for the payment by the Company of certain royalty amounts, the execution of a royalty agreement between the Company and certain parties to the litigation and the turnover to the Company by Carmel of 3,250,000 shares of common stock of the Company, of which 1,700,000 shares were to be canceled and 1,050,000, and 500,000 shares were to be reissued to Mr. McLaughlin and his attorneys, respectively.
The Company complied with terms of the summary judgment. Carmel, however, attempted to avoid compliance with the summary judgment. In June 1997, Carmel filed for bankruptcy in Nevada immediately before a scheduled hearing to enforce the summary judgment order. As a result of the bankruptcy, all efforts by the Company to require Carmel to comply with the summary judgment order were stayed. On October 9, 1997, the bankruptcy was dismissed as being filed by Carmel in bad faith. Upon such dismissal, the Company reinstated its request for a hearing to cause Carmel to turnover the shares in compliance with the summary judgment. The court after hearing the parties ordered Carmel to comply with the summary judgment. Effective October 30, 1997, Carmel, in compliance with the summary judgment, turned over the above referenced shares, a portion of which were reissued to Mr. McLaughlin and his attorneys. Dr. Leonid Ber, COO of the Company stated: ''This is a significant event for the company and its shareholders due to the fact that almost 9% of the outstanding shares were retired, thus increasing the equity ownership of all shareholders.'' Although the order resolves a significant portion of the litigation between the Company and Carmel, Carmel and Mr. Donzis continue to appeal the summary judgment.
Further, the Company announced that certain patent litigation by the Company against Enrich had been concluded through the payment by Enrich to the Company of $333,333 in cash. The Company has applied the proceeds of this settlement toward operational expenses.
Additionally, the Company announced that a previously reported lawsuit filed in the 2nd Judicial District Court of the State of Nevada by Byron A. Donzis against the Company relating to the nonpayment of certain consulting fees was dismissed upon motion by the Company on August 15, 1997 for lack of jurisdiction. While the Company believes that it has no liability under the alleged contract, it has filed for a declaratory judgment in State District Court in Houston, Texas seeking a judicial determination of such position.
William W. Sherrill has announced his resignation from the Board of Directors effective October 31, 1997. Mr. Sherrill cited personal reasons for the basis for his resignation from the Board. His position on the Board of Directors will be left vacant until the election of his replacement at the annual stockholders meeting described below.
The Company also announced that the annual stockholders meeting has been set for December 11, 1997 at 8:30 a.m. in the offices of the Company, 11200 Wilcrest Green, Houston, Texas 77042. The record date for such meeting has been set as November 12, 1997. The Company expects to mail the notice, proxy statement and proxies for such meeting on or before November 17, 1997 to stockholders of record as of November 12, 1997.
Some matters discussed in this release contain forward-looking statements that involve risks and uncertainties, many of which are outside the Company's control, and accordingly, actual results may differ materially.
ImmuDyne is traded on the NASD Automated Bulletin Board under the symbol IMMD. The Company is Texas based and specializes in macrophage technology and immune system stimulants for cosmetic, human nutritional, and aquacultural uses. For investment information, contact the Company at 713/783-7034. |
