SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): November 18, 2003
Commission File Number: 000-49620
Biogentech Corporation
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(Exact name of registrant as specified in its charter)
Nevada 91-1868007
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2445 McCabe Way, Suite 150, Irvine, California 92614
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(Address of principal executive offices) (Zip Code)
949.757.0001
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
LEGAL PROCEEDINGS.
BIOGEN DISPUTE AND PROPOSED NAME CHANGE. On November 18, 2003, a suit was filed
against BioGentech Corporation (the "Registrant") in the US District Court for
the District of Massachusetts by Biogen Idec MA Inc., ("Biogen") alleging
trademark infringement and unfair competition, under docket number CA No.
03-12305 PBS. Subsequently, a default was entered against the Registrant on
February 9, 2004. On March 22, 2004, the Registrant and Biogen agreed to settle
the dispute, and on March 23, 2004, Biogen undertook to file a motion for stay
of consideration of its motion for entry of default judgment and has prepared a
consent judgment to be filed with the court wherein the Registrant will be
enjoined from using "Biogentec" or "Biogentech" or any phonetic equivalent.
Pursuant to the terms of that settlement agreement, the Registrant will
undertake to change its corporate name to Cobalis Corp. as soon as practicable,
and to discontinue all uses of the trade name and trademarks and domain names
containing "Biogentech," or "Biogentec" and transfer the rights to any domain
names it may own containing "Biogentech" or "Biogentec" to Biogen.
The Registrant estimates that the costs of transferring the domain name
registrations and changing the corporate name will be minimal, and undertakes to
change its corporate name by means of a shareholder vote to be conducted as soon
as practicable. As of the date of this filing, the parties are discussing the
time within which the Registrant has to effectuate the changes noted above. In
addition, Biogen and the Registrant have not yet executed a settlement agreement
memorializing the specific terms and conditions of settlement but the Registrant
believes such an agreement will be finalized shortly.
The Registrant intends to take the necessary steps to meet its settlement
obligations and believes it can meet those obligations. However, there is no
guarantee that the Registrant will be able to satisfy Biogen and, further, there
is no guarantee that Biogen will not obtain further relief from the Court. Any
significant monetary or other judgment against the Registrant would have a
material impact on the Registrant's business and adversely affect Registrant's
ability to continue its business. Moreover, meeting the requirements of the
settlement agreement will require that Registrant expend time and money
transferring rights and discontinuing uses of the above-referenced trade names
and trademarks. Changing the Registrant's name to Cobalis Corp. and changing the
name of the Registrant's subsidiary will also force the Registrant to expend
legal fees. Any of these factors either alone or in concert could have a
material adverse affect on the Registrant's ability to earn revenues.
CONSUMER SURVEY CENTER DISPUTE. A suit was filed against us and our president on
December 17, 2003 in the Superior Court of California, County of San Mateo for
breach of contract by Consumer Survey Center, Inc. ("CSC") in regard to market
research and product pricing research services rendered by CSC. CSC is
apparently claiming that the Registrant owes $34,900 for services provided by
CSC. CSC is also claiming that the Registrant's president, Chaslav Radovich,
personally guaranteed the debt. The Registrant has reached a tentative verbal
agreement with CSC to accept stock in exchange for the debt as of the date of
this filing.
The Registrant intends to take the necessary steps to meet its settlement
obligations and believes it can meet those obligations. However, there is no
guarantee that the Registrant will be able to satisfy CSC and, further, there is
no guarantee that CSC will not obtain further relief from the Court. Any
significant monetary or other judgment against the Registrant would have a
material impact on the Registrant's business and adversely affect Registrant's
ability to continue its business. Moreover, meeting the requirements of the
settlement agreement will require that Registrant expend time and money
transferring rights and discontinuing uses of the above-referenced trade names
and trademarks. Issuing shares of stock to CSC will also force the Registrant to
expend legal fees. Any of these factors either alone or in concert could have a
material adverse affect on the Registrant's ability to earn revenues.
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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, thereunto duly authorized.
Biogentech Corporation
March 30, 2004 By: /s/ Chaslav Radovich
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Chaslav Radovich, President