Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ____
Indicate
by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If
"Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
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.
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Date:
March 04
, 2008
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FORBES
MEDI-TECH INC.
“Charles
A. Butt”
Charles A.
Butt
President &
CEO
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FORM 51-102F3
MATERIAL CHANGE REPORT
1.
Name
and Address of Company
Forbes Medi-Tech
Inc.
Suite 200 - 750
West Pender St.
Vancouver,
British Columbia V6C 2T8
2.
Date
of Material Change
February 27,
2008
3.
News
Release
News releases
respecting this material change were disseminated on February 26, 2008 and March
3, 2008 via Marketwire.
4.
Summary
of Material Change
A reorganizing of
the corporate structure of Forbes Medi-Tech Inc. (which changed its name to
Forbes Medi-Tech Operations Inc.) (“Old Forbes”) by way of a plan of arrangement
under Section 192 of the
Canada Business Corporations Act
, which resulted
in 0813361 B.C. Ltd. (which changed its name to Forbes Medi-Tech Inc.) (“New
Forbes”) becoming a reporting issuer.
The
reorganization involved the exchange of New Forbes shares for Old Forbes shares
on the basis of one (1) common share of New Forbes for every eight (8) common
shares of Old Forbes. As a result of the share exchange, Old Forbes became
a wholly owned subsidiary of New Forbes and shareholders, optionholders and
warrantholders of Old Forbes became shareholders, optionholders and
warrantholders of New Forbes
5.
Full
Description of Material Change
On February 27,
2008, Old Forbes completed a reorganizing of its corporate structure by way of a
plan of arrangement under Section 192 of the
Canada Business Corporations
Act
(the “Arrangement”), pursuant to which all of Old Forbes’s outstanding
common shares, options and warrants, were exchanged for common shares, options
and warrants of New Forbes. As part of the Arrangement, Old Forbes changed
its name to Forbes Medi-Tech Operations Inc. and New Forbes changed its name to
Forbes Medi-Tech Inc.
The Arrangement,
which is fully described in the management information circular dated January
14, 2008 (the “Circular”) and the Plan of Arrangement as Amended, both filed by
Old Forbes on SEDAR (www.sedar.com), received securityholder approval at the
special meeting held by Old Forbes on February 14, 2008 and Court approval on
February 15, 2008.
Upon closing of
the Arrangement: (i) shareholders of Old Forbes exchanged eight of their
existing common shares for one common share of New Forbes, CUSIP No. 345155 10
5; (ii) holders of options and warrants of Old Forbes will be entitled to
receive, on exercise of their options or warrants, one common share of New
Forbes for each eight common shares of Old Forbes, with the exercise price for
each common share of New Forbes being eight times the exercise price for one
existing common share of Old Forbes; (iii) as a result of the exchange of shares
referred to above, Old Forbes became a wholly owned subsidiary of New Forbes and
shareholders, optionholders and warrantholders of Old Forbes became
shareholders, optionholders and warrantholders of New Forbes; and (iv) Old
Forbes changed its name from “Forbes Medi-Tech Inc.” to “Forbes Medi-Tech
Operations Inc.” and New Forbes changed its name from “0813361 B.C. Ltd.” to
“Forbes Medi-Tech Inc.”.
On Monday, March
3, 2008, the shares of New Forbes began trading on the TSX and NASDAQ in
substitution for the shares of Old Forbes. Initially, the trading symbol for New
Forbes’s shares trading on NASDAQ will be “FMTID”, an interim symbol to denote
the post-exchange status. The trading symbol “FMI” for Forbes’s shares trading
on the TSX remains unchanged.
No fractional New
Forbes common shares were issued pursuant to the Arrangement. Holders of Old
Forbes common shares who became entitled to a fractional share as a result of
the Arrangement will receive the next lowest number of shares. Additionally, no
fractional New Forbes options or warrants will be issued pursuant to the
Arrangement, and, in lieu of any such fractional New Forbes options warrants,
such securityholder shall receive the next lowest number options or warrants, as
applicable.
The
reorganization affects all shareholders, optionholders and warrantholders
uniformly and does not affect any securityholders’ existing percentage ownership
interests or proportionate voting power of Old Forbes or the existing percentage
of the number of common shares of New Forbes that can be acquired upon the
exercise of an option or a warrant, other than as a result of rounding down to
the next lowest whole number of shares for holders who became entitled to a
fractional share as a result of the Arrangement.
After giving
effect to the reorganization, there are approximately 4,801,512 issued and
outstanding common shares of New Forbes, warrants to purchase 259,083 common
shares of New Forbes at a price of US$16.48 per share and options to purchase a
total of 363,296 common shares of New Forbes at prices between $4.24 and $8.00
per share.
New Forbes will
continue to execute Old Forbes’s business plan going forward, with the same
assets, board of directors and management team.
See attached news
releases.
6.
Reliance
on subsection 7.1(2) or (3) of National Instrument 51-102
This Report is
not being filed on a confidential basis in reliance on subsection 7.1(2) or (3)
of National Instrument 51-102.
7.
Omitted
Information
No information
has been omitted from this report on the basis that it is confidential
information.
8.
Executive
Officer
David Goold,
Chief Financial Officer
Tel: (604)
689-5899
9.
Date
of Report
March 4, 2008
![[FORBES6KMCRMAR5001.JPG]](http://content.edgar-online.com/edgar_conv_img/2008/03/05/0001176256-08-000264_FORBES6KMCRMAR5001.JPG)
“A Life Sciences Company”
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For
Immediate Release
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March 3, 2008
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Forbes Medi-Tech announces Trading of Common Shares on
Post-Exchange Basis
Vancouver, Canada
Forbes Medi-Tech Inc. (TSX: FMI and
NASDAQ: FMTI/FMTID), (“Forbes”) today announced that its common shares are now
trading on NASDAQ and the TSX on a post-exchange basis. Initially, the trading
symbol for Forbes’ shares trading on NASDAQ will be "FMTID", - an interim symbol
to denote the post-exchange status. The trading symbol “FMI” for Forbes’ shares
trading on the TSX remains unchanged.
This
post-exchange trading follows the formal completion of the previously announced
reorganization involving the exchange of New Forbes shares for Old Forbes shares
on the basis of one (1) common share of New Forbes for every eight (8) common
shares of Old Forbes.
About Forbes Medi-Tech Inc.
Forbes
Medi-Tech Inc. is a life sciences company dedicated to the research, development
and commercialization of innovative products for the prevention and treatment of
life-threatening disease. Our strategy and vision is to develop and market
a portfolio of products for the benefit of all consumers, from the healthy
person desiring consumer lifestyle products that can help reduce the risk of
future disease, to medical patients needing therapeutic prescription products
for the treatment of an established ailment. Additional information on Forbes
Medi-Tech can be found at www.forbesmedi.com
# #
#
For
more information, please contact:
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Forbes Investor Relations
Telephone: (604) 681-8976
E-mail:
ir@forbesmedi.com
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NASDAQ and the Toronto Stock Exchange have not reviewed and do
not accept responsibility for the adequacy or accuracy of the content of this
News Release. This News Release contains forward-looking statements and
information regarding the trading symbol for shares of Forbes Medi-Tech Inc. on
Nasdaq, and Forbes’ strategy and vision. Forward-looking statements and
information can be identified by the use of forward-looking terminology such as
“will”, “strategy”, “vision”, “to develop” or comparable terminology referring
to future events or results. Forward-looking statements and
information are statements and information about the future and are inherently
uncertain. The Company’s actual achievements and other results and
occurrences could differ materially from those anticipated in these
forward-looking statements and information due to a variety of risks,
uncertainties and other factors, including, without limitation, the fact that
trading symbols are subject to change without notice; uncertainty about whether
Forbes will regain compliance with Nasdaq’s minimum bid price listing standard;
uncertainty about the timing and outcome of the hearing, scheduled for
late March, with the Nasdaq Listing Qualifications Panel, which may result in
Forbes' loss of its Nasdaq listing; uncertainty whether Forbes will be able to
continue to maintain either its TSX or its Nasdaq listing; the need for
additional funding in the near term, which may not be available in a timely
manner or at all, and if not so obtained, will have a material adverse effect on
Forbes; the risk of unanticipated costs or expenses; uncertainty whether the
Company will realize is strategies and vision; changes in business strategy or
development plans; as well as a description of other risks and uncertainties
affecting the Company and its business, as contained in news releases and
filings with the United States Securities and Exchange Commission and Canadian
Securities Regulatory Authorities, any of which could cause actual results to
vary materially from current results or the Company’s anticipated future
results. Forward-looking statements and information are based on the
assumptions, beliefs, opinions and expectations of the Company’s management at
the time they are made, and, except as required by applicable law the Company
does not assume any obligation to update its forward-looking statements or
information if those assumptions, beliefs, opinions or expectations or other
circumstances should change.
“A Life Sciences Company”
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For
Immediate Release
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March 3, 2008
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Forbes Medi-Tech Establishes Exchange Ratio for Corporate
Reorganization
Vancouver, Canada
Forbes Medi-Tech Inc. (TSX:FMI and
NASDAQ:FMTI) (“Forbes” or the “Company”) today announced that its Board of
Directors has set the share exchange ratio for the Company’s corporate
reorganization, which is to proceed by way of a plan of arrangement (the
“Arrangement”), at eight existing common shares of Forbes for one new common
share.
The
Arrangement was approved by shareholders, optionholders and warrantholders of
Forbes at a special meeting held on February 14, 2008 and by the Supreme Court
of British Columbia on February 15, 2008.
The
reorganization is currently expected to close on Wednesday, February 27, 2008.
Upon closing of the reorganization:
·
shareholders of the Company will exchange eight of their existing
common shares for one common share of 0813361 B.C. Ltd. (“Newco”), a company
incorporated under the British Columbia Business Corporations Act;
·
holders of options and warrants of the Company will be entitled to
receive, on exercise of the options or warrants, one common share of Newco for
each eight common shares of the Company. The exercise price for each
common share of Newco will be eight times the exercise price for one existing
common share of the Company;
·
as a result of the exchange of shares referred to above, the
Company will become a wholly owned subsidiary of Newco and shareholders,
optionholders and warrantholders will become shareholders, optionholders and
warrantholders of Newco; and
·
Forbes Medi-Tech Inc. will change its name from “Forbes Medi-Tech
Inc.” to “Forbes Medi-Tech Operations Inc.” and 0813361 B.C. Ltd. will change
its name from “0813361 B.C. Ltd.” to “Forbes Medi-Tech Inc.”.
It is
expected that the shares of the new Forbes Medi-Tech will trade on the TSX and
NASDAQ in substitution for the existing shares of Forbes on Monday, March 3,
2008. The Company expects to meet with the NASDAQ Listing Qualifications
Panel in late March to review the Company’s ongoing listing status.
“We are
pleased that this reorganization has been heavily supported by our shareholders,
and believe that it will be fundamental to maintaining our NASDAQ listing,” said
Charles Butt.
The
Arrangement will affect all shareholders, optionholders and warrantholders
uniformly and will not affect any securityholders’ existing percentage ownership
interests or proportionate voting power in the Company or the existing
percentage of the number of common shares of 0813361 B.C. Ltd. that can be
acquired upon the exercise of an option or a warrant.
After
giving effect to the reorganization, there will be approximately 4,801,512
issued and outstanding common shares of Forbes Medi-Tech Inc., warrants to
purchase 259,083 common shares of Forbes Medi-Tech Inc. at a price of US$16.48
per share and options to purchase a total of 363,296 common shares of Forbes
Medi-Tech Inc. at prices between $4.24 and $8.00 per share.
About Forbes Medi-Tech Inc.
Forbes
Medi-Tech Inc. is a life sciences company dedicated to the research, development
and commercialization of innovative products for the prevention and treatment of
life-threatening disease. Our strategy and vision is to develop and market
a portfolio of products for the benefit of all consumers, from the healthy
person desiring consumer lifestyle products that can help reduce the risk of
future disease, to medical patients needing therapeutic prescription products
for the treatment of an established ailment. Additional information on Forbes
Medi-Tech can be found at www.forbesmedi.com
# #
#
For
more information, please contact:
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Darren Seed
Director, Investor Relations
Telephone: (604) 681-8976
E-mail:
dseed@forbesmedi.com
|
|
NASDAQ and the Toronto Stock Exchange have not reviewed and do
not accept responsibility for the adequacy or accuracy of the content of this
News Release. This News Release contains forward-looking statements and
information regarding Forbes’ Plan of Arrangement and reorganization, share
exchange ratio, continued listing on Nasdaq, strategy and vision, and other
information related to future periods. Forward-looking statements and
information can be identified by the use of forward-looking terminology such as
“expects”, ”which is to proceed”, “will”, “upon closing”, “that can”,
“strategy”, “vision”, or comparable terminology referring to future events
or results. Forward-looking statements and information are
statements and information about the future and are inherently uncertain.
The Company’s actual achievements and other results and occurrences could
differ materially from those anticipated in these forward-looking statements and
information due to a variety of risks, uncertainties and other factors,
including, without limitation, uncertainty whether the reorganization will
close, and the new Forbes shares will commence trading, as anticipated or at
all; uncertainty whether Forbes will regain compliance with Nasdaq’s minimum bid
price listing standard; uncertainty about the timing and outcome of the hearing
with the Nasdaq Listing Qualifications Panel, which may result in the Company’s
or new Forbes’ loss of its Nasdaq listing; uncertainty whether the Company or
new Forbes will be able to continue to maintain either its TSX or its Nasdaq
listing; the need for additional funding, which may not be available in a timely
manner or at all; the risk of unanticipated costs or expenses; uncertainty
whether the Company will realize is strategies and vision; changes in business
strategy or development plans; as well as a description of other risks and
uncertainties affecting the Company and its business, as contained in news
releases and filings with the United States Securities and Exchange Commission
and Canadian Securities Regulatory Authorities, any of which could cause actual
results to vary materially from current results or the Company’s anticipated
future results. Forward-looking statements and information are based on
the assumptions, beliefs, opinions and expectations of the Company’s management
at the time they are made, and, except as required by applicable law the Company
does not assume any obligation to update its forward-looking statements or
information if those assumptions, beliefs, opinions or expectations or other
circumstances should change.