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) November
18, 2008
Advanced
Biotherapy, Inc.
(Exact
name of registrant as specified in its chapter)
|
Delaware
(State
or other jurisdiction of incorporation)
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0-26323
(Commission
File
Number)
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51-0402415
(IRS
Employer
Identification
No.)
|
|
227
West Monroe, Suite 3900
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|
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Chicago,
Illinois
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|
|
(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (312)
701-0793
Item
5.01
Changes in Control of Registrant.
Advanced
Biotherapy, Inc. (the “Registrant”) has been informed that on November 18, 2008,
holders of 1,060,421,884 shares of the common stock of the Registrant entered
into a Stock Purchase Agreement with Lime Energy Co., a Delaware corporation
(“Lime”) pursuant to which Lime or a wholly owned subsidiary of Lime will
acquire 1,060,421,884 shares of the common stock of the Registrant from those
holders, which is approximately 90.8% of the outstanding common stock of the
Registrant. There are no outstanding voting securities of the Registrant other
than its common stock. Upon the closing of that transaction, therefore, Lime
will acquire control of the Registrant. The transaction requires the approval
of
the stockholders of Lime and is expected to close upon Lime’s receiving such
approval and the effectiveness of that approval. Each holder of the Registrant’s
common stock that is a party to the Stock Purchase Agreement will receive
0.002124 shares of the common stock of Lime for each share of the Registrant’s
common stock acquired by Lime.
Lime
has
agreed in the Stock Purchase Agreement to merge the Registrant into Lime or
a
wholly-owned subsidiary of Lime following the closing of the transaction. In
that merger, each stockholder of the Registrant other than Lime will be offered
the stockholder’s choice of 0.002124 shares of Lime’s common stock or $0.008625
for each share of the Registrant’s common stock.
The
holders of the Registrant’s common stock who entered into the Stock Purchase
Agreement include Richard P. Kiphart, John R. Capps, Matthew Gooch, David W.
Valentine, Christopher W. Capps, Boris Skurkovich, Simon Skurkovich, Carol
Doris, the Michael P. Krasny Revocable Trust and certain family members of
the
selling stockholders.
The
transaction was reported by Lime in a Current Report on Form 8-K filed by Lime
with the SEC on November 18, 2008.
FORWARD-LOOKING
STATEMENTS
This
Form
8-K and other reports that we file with the Securities and Exchange Commission
(“SEC”) contain forward-looking statements relating to, among other matters, the
transaction described herein and our future performance, our business and future
events. All statements other than statements of historical facts are
forward-looking statements, including, without limitation, any statements of
the
plans and objectives of management for future operations, any projections of
revenue, earnings or other financial items, any statements regarding future
economic conditions or performance, and any statement of assumptions underlying
any of the foregoing. Some of these forward-looking statements may be identified
by the use of words in the statements such as “anticipate,” “estimate,” “could,”
“expect,” “project,” “intend,” “plan,” “believe,” “seek,” “should,” “may,”
“will,” “assume,” “continue,” or variations of such words and similar
expressions. These statements are not guarantees of future performance and
involve certain risks, uncertainties, and assumptions that are difficult to
predict. We caution you that our performance and results could differ materially
from what is expressed, implied, or forecast by our forward-looking statements.
The Company operates in a rapidly changing environment that involves a number
of
risks, some of which are beyond the Company’s control. Future operating results
and the Company’s stock price may be affected by a number of factors. Factors
that could cause or contribute to such differences include, but are not limited
to, those contained in the Company’s Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2007. Given these risks and uncertainties, any or all
of
these forward-looking statements may prove to be incorrect. Therefore, you
should not rely on any such forward-looking statements. Furthermore, we do
not
intend (and we are not obligated) to update publicly any forward-looking
statements. You are advised, however, to consult any further disclosures we
make
on related subjects in our reports to the Securities and Exchange
Commission.
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.
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ADVANCED
BIOTHERAPY, INC.
(Registrant)
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| Date: November
24, 2008 |
By: |
/s/ Christopher
W. Capps |
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Christopher
W. Capps, President and
Chief
Executive Office
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