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): June 30, 2005
eRXSYS,
Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-33165
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98-0233878
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
18021
Sky Park Circle, Suite G2, Irvine, California
|
92614
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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: (949)222-9971
|
___________________________________________
(Former
name or former address, if changed since last
report)
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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SECTION
1 - Registrant’s Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement
On
June
30, 2005, the United Stated Bankruptcy Court for the Eastern District of Texas
located in Tyler, Texas approved a Settlement Agreement and Mutual Release
(the
“Settlement Agreement”) between Safescript Pharmacies, Inc., a Texas corporation
f/k/a RTIN Holdings, Inc. and Safe Med Systems, Inc., a Texas corporation
(collectively, “Safescript”), and us.
In
May
2003, we were assigned an exclusive license agreement under which Safescript
as
licensor was to provide us as licensee certain rights relating to the
establishment and operations of pharmacies. At the time of the assignment we
assumed a note payable to Safescript of $3,176,615 with monthly payments of
$25,000 through December 1, 2004, with the remaining principal and accrued
interest due in one final payment on December 31, 2004. On June 30, 2003,
Safescript agreed to convert $2,000,000 of the note payable into 100,000 shares
of the Company’s convertible preferred stock which was then converted into
4,444,444 shares of our restricted common stock with an estimated fair value
of
$1,393,000. We remained obligated to make payments of $25,000 per month through
December 1, 2004, with the remaining principal and interest due in one final
payment on December 31, 2004.
Due
to a
dispute with Safescript, we were forced to terminate our use of all rights
and
technology granted by Safescript. On March 17, 2004, we filed a lawsuit in
Clark
County, Nevada, against Safescript seeking damages, declaratory relief, and
an
order rescinding the License and recovering the consideration paid. On March
19,
2004, Safescript filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court located in Tyler, Texas, thereby staying our lawsuit.
Thereafter, we refiled substantially the same claim as an adversary proceeding
in Safescript’s bankruptcy case. In July 2004, our adversary proceeding was
transferred to the U.S. District Court for the Eastern District of Texas, also
located in Tyler, Texas. As of March 31, 2005, monthly installments of $25,000
for the note payable due to the Licensor were fourteen months in arrears and
no
monthly installment has been paid since January 2004. The current balance of
the
note payable to the Licensor was approximately $1,013,000.
Under
the
Terms of the Settlement Agreement, Safescript will retain 100,000 share of
our
common stock and return the remaining 4,344,444 shares of common stock for
cancellation. The shares which Safescript will return for cancellation represent
over 10% of our currently issued and outstanding shares. In addition, we agreed
to issue Safescript 500,000 additional shares of our common stock and dismiss
the lawsuit currently pending in the U.S. District Court for the Eastern
District of Texas located in Tyler, Texas with prejudice. The Agreement
contained a mutual release which resulted in Safescript releasing us from of
any
liability with respect to the note payable due to Safescript in the amount
of
approximately $1,013,000.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
| 10.1 |
Settlement
Agreement and Mutual Release
|
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.
eRXSYS,
Inc.
/s/
Robert
DelVecchio
Robert DelVecchio, Chief Executive Officer
Date:
July
1, 2005