United States Securities And Exchange Commission
Washington, DC 20549
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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): May 16, 2003
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Provectus Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada 0-9410 90-0031917
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification Number)
7327 Oak Ridge Highway, Suite A, Knoxville, Tennessee 37931
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 865/769-4011
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
As previously reported in the Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 2003 filed by Provectus Pharmaceuticals, Inc., a
Nevada corporation (the "Company") with the Securities and Exchange Commission
(the "SEC") on May 9, 2003, a suit was filed by Kelly Adams, on behalf of
himself and "as representative of certain Stockholders of Provectus
Pharmaceuticals, Inc., a Nevada corporation, " on April 17, 2003 in the Third
Judicial District Court, Salt Lake County, Utah (the "Court"). The suit names
the Company's former subsidiary Provectus Pharmaceuticals, Inc., a Tennessee
corporation ("PPI") and Michael L. Labertew, an attorney in Salt Lake City,
Utah, as defendants, and seeks to rescind the Agreement and Plan of
Reorganization dated April 22, 2002 by which the Company acquired PPI (with PPI
becoming a wholly owned subsidiary of the Company) and PPI's former stockholders
acquired majority ownership of our common stock.
As previously reported, on April 29, 2003, without giving the Company or
PPI notice of the motion or an opportunity to respond to it, the Court granted
Mr. Adams's ex parte motion for a temporary restraining order (the "TRO")
preventing PPI from issuing additional shares of stock for a 10-day period
commencing on April 29, 2003. Mr. Adams also moved for a preliminary injunction
that, if granted, would have imposed the same restrictions until the completion
of the proceedings.
On May 12, 2003, PPI filed its Consolidated Memorandum in Opposition to
Plaintiff's Motion for Preliminary Injunction and Memorandum in Support of
Motion to Dismiss in response to the entry of the TRO and Mr. Adams's motion for
a preliminary injunction.
On May 13, 2003, the Court conditionally lifted the TRO against the Company
pending a hearing scheduled for May 16, 2003.
On May 16, 2003, the Court held a hearing on Mr. Adams's motion for a
preliminary injunction. At the hearing, the Court denied the motion for a
preliminary injunction citing Mr. Adam's failure to meet his burden under Utah
law.
On May 21, 2003, the Court entered a written order memorializing its
earlier ruling on May 16, 2003, which dissolved the TRO and denied Mr. Adams's
preliminary injunction motion. In dissolving the TRO and refusing to grant the
preliminary injunction, the Court cited Mr. Adams's inability to establish any
significant harm that would result to Mr. Adams if the preliminary injunction
were not granted, the significant harm that would result to the Company if the
preliminary injunction were granted, and Mr. Adams's failure to show a
substantial likelihood that he would prevail on the merits of his lawsuit, The
Court specifically cited Mr. Adams's failure to show a substantial likelihood
that he would prevail on the issues of (i) whether he had standing as a proper
plaintiff to assert his alleged cause of action and (ii) whether rescission was
an available and appropriate remedy in this case. The Court's order allows Mr.
Adams to amend his complaint.
We continue to believe that the claims made by Mr. Adams and the "certain
Stockholders" in their complaint are groundless. In view of the positive results
of the May 16, 2003 hearing and the Court's May 21, 2003 order, we have entered
into settlement negotiations with a view toward resolving this litigation in a
manner satisfactory to the Company. However, there can be no assurance that
these settlement negotiations will result in a satisfactory resolution of the
litigation filed by Mr. Adams. If the settlement negotiations are not
successful, we intend to continue contesting the suit vigorously, including
seeking a hearing on the pending motion to dismiss.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
None.
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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.
Provectus Pharmaceuticals, Inc.
Dated: May 22, 2003 By: /s/Daniel R. Hamilton
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Daniel R. Hamilton
Chief Financial Officer
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