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): June 16, 2003
--------------------------
PROVECTUS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 0-9410 90-0031917
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 865/769-4011
--------------------------
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
As previously reported by Provectus Pharmaceuticals, Inc., a Nevada
corporation (the "Company"), 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.
On June 16, 2003, the Company and its subsidiary Xantech Pharmaceuticals,
Inc., a Tennessee corporation and the successor by merger to PPI ("Xantech"),
executed a Settlement Agreement (the "Settlement Agreement") with the plaintiff,
Mr. Adams, and with Justeene Blankenship, Nicholas Julian, and Pacific
Management Services, Inc., the corporation formerly operated by Mr. Julian and
Ms. Blankenship ("Pacific"). Pursuant to the Agreement, Mr. Adams agreed to
dismiss the litigation pending in the Court with prejudice and, in connection
therewith, to file the Settlement Agreement with the Court to govern the future
relations between the parties. In addition, the parties to the Settlement
Agreement entered into mutual releases and certain other covenants and
agreements. A copy of the Settlement Agreement is filed as Exhibit 10.14 hereto.
On June 18, 2003, Mr. Adams and PPI submitted to the Court a Stipulated
Order of Dismissal with Prejudice and Release of Stock Certificates (the
"Order"). The Court entered the Order, thereby dismissing the litigation with
prejudice, on June 25, 2003.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibits required by Item 601 of Regulation S-B are incorporated herein by
reference and are listed on the attached Exhibit Index, which begins on page X-1
of this Current Report on Form 8-K.
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: June 26, 2003 By:/s/ Daniel R. Hamilton
------------------------------------------
Daniel R. Hamilton
Chief Financial Officer
Exhibit Index
Exhibit No. Description
-------------- -----------
10.14* Settlement Agreement dated as of June 16, 2003 among Kelly Adams,
Justeene Blankenship, Nichoals Julian, and Pacific Management
Services, Inc.; and Provectus Pharmaceuticals, Inc. and Xantech
Pharmaceuticals, Inc.
----------------
* The Company agrees by this filing to supplementally furnish to the
Commission, upon request, a copy of the exhibits and/or schedules to
this agreement.