ImmuDyne Announces an Agreement in Principle for Settlement of
Shareholder Suit
Business Wire - December 05, 1996 16:11
FINANCIAL IMMUDYNE IMMD CALIFORNIA TEXAS BIOTECHNOLOGY GOVERNMENT V%BW P%BW
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HOUSTON--(BUSINESS WIRE)--Dec. 5, 1996--ImmuDyne Inc. (symbol: IMMD) announces a settlement in principle
in the cases styled Mark McLaughlin and Tom McCarvill v. ImmuDyne, Inc., Byron A. Donzis, James D. Wood and Carmel
Research, Inc., Cause No. 94-CI-035664 in the 225th Judicial District Court, Bexar County, Texas and ImmuDyne, Inc.,
Byron A. Donzis and James D. Wood v. Mark W. McLaughlin, Cause No. H-95-5845, in the United States District Court,
Southern District of Texas, Houston Division.
The agreement, which has been signed by each of the attorneys representing the parties to the lawsuit, is subject to
confirmation by the Court following a hearing.
The settlement is subject to ImmuDyne entering into an arms length distribution agreement with Nutrition Supply Corp. While
the parties have engaged in discussions, to date they have been unable to reach an agreement. There can be no assurance that
such an agreement can be reached in the future.
In the settlement agreement, the parties to the settlement, ImmuDyne Inc., Carmel Research Inc., Byron Donzis, James
Wood, Mark McLaughlin and Thomas McCarvill, agree that they will use their best efforts to make ImmuDyne a profitable
venture and maximize sales, consistent with their roles in the company. Under the terms of the settlement, royalty payments
paid by ImmuDyne, Inc. to Carmel Research, Inc., for licensing of patents and related technology, will decrease from 12% to
10%. There will be a net decrease of 1,700,000 in the number of shares outstanding, accomplished by the following: Carmel
Research agrees to transfer 3,250,000 shares of ImmuDyne stock to ImmuDyne; ImmuDyne agrees to transfer to
McLaughlin and his attorneys 1,550,000 shares of ImmuDyne stock; ImmuDyne agrees to cancel the remaining 1,700,000
shares of ImmuDyne stock received from Carmel. In addition, under the terms of the settlement, $500,000 will be paid to
McLaughlin and his attorneys out of royalties otherwise due to Carmel, and a representative of McLaughlin will be appointed
to ImmuDyne's Board of Directors.
Copies of the settlement will be mailed to shareholders of record as of December 2, 1996. Any shareholder objecting to such
settlement will have the opportunity to appear before the Court at the hearing in San Antonio, Texas, on December 13, 1996.
Donzis, who remains a significant shareholder, has resigned as consultant to ImmuDyne.
ImmuDyne Inc. is traded on the NASD Automated Bulletin Board with the symbol IMMD. ImmuDyne Inc., is a
Texas-based biotechnology company specializing in macrophage technology. It has patented technology relating to immune
system stimulants for pharmaceutical, cosmetic, nutritional, veterinary and agricultural use. ImmuDyne Inc., maintains offices
in Houston, Texas and Palo Alto, California. For more information on the Company, contact Margaret Dreyfus, at
415/949-3864.
CONTACT: ImmuDyne Inc.
Margaret Dreyfus, 415/949-3864
REPEATS: New York 212-752-9600 or 800-221-2462; Boston 617-236-4266 or
800-225-2030; SF 415-986-4422 or 800-227-0845; LA 310-820-9473
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