UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
NuWay Medical, Inc.
------------------------------------------------------
(Name of Issuer)
Common Stock, $0.00067 par value
------------------------------------------------------
(Title of Class of Securities)
67071A 10 0
------------------------------------------------------
(CUSIP Number)
Dennis Calvert
23461 South Pointe Drive, Suite 200
Laguna Hills, California 92653
with a copy to:
John R. Browning, Esq.
23461 South Pointe Drive, Suite 200
Laguna Hills, California 92653
(949) 770-8600
------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 16, 2003
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
-------- --------------------------------------------------------------------------------------------------- ---------
1 Name of Reporting Persons: Dennis Calvert
I.R.S. Identification No. of Above Persons (entities only)
-------- --------------------------------------------------------------------------------------------------- ---------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
-------- --------------------------------------------------------------------------------------------------- ---------
3 SEC USE ONLY
-------- --------------------------------------------------------------------------------------------------- ---------
4 Source of Funds (See Instructions)
OO
-------- --------------------------------------------------------------------------------------------------- ---------
5 Check if Disclosure of Legal Proceedings is Required |_|
Pursuant to Items 2(d) or 2(e)
-------- --------------------------------------------------------------------------------------------------- ---------
6 Citizenship or Place of Organization
United States of America
---------------------------------------------- -------- ---------------------------------------------------- ---------
Number of 7 Sole Voting Power
Shares 4,782,107
Beneficially
Owned by Each -------- ---------------------------------------------------- ---------
Reporting 8 Shared Voting Power
Person with 33,841,966(1)
-------- ---------------------------------------------------- ---------
9 Sole Dispositive Power
4,782,107
-------- ---------------------------------------------------- ---------
10 Shared Dispositive Power
33,841,966(1)
-------- --------------------------------------------------------------------------------------------------- ---------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
38,624,073
-------- --------------------------------------------------------------------------------------------------- ---------
12 Check Box if the Aggregate Amount in Row (11) Excludes |_|
Certain Shares (See Instructions)
-------- --------------------------------------------------------------------------------------------------- ---------
13 Percent of Class Represented by Amount in Row (11)
55.5%
-------- --------------------------------------------------------------------------------------------------- ---------
14 Type of Reporting Person (See Instructions)
IN
-------- --------------------------------------------------------------------------------------------------- ---------
(1) Represents shares issuable upon conversion of a promissory note (including
accrued interest thereon) of the Issuer held by an affiliate of the Reporting
Person. Conversion of the note is conditioned upon receipt of approval of the
Issuer's stockholders. Number of shares assumes conversion occurs as of December
9, 2003.
-------- --------------------------------------------------------------------------------------------------- ---------
1 Name of Reporting Persons: New Millennium Capital Partners LLC
I.R.S. Identification No. of Above Persons (entities only): 33-0954238
-------- --------------------------------------------------------------------------------------------------- ---------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
-------- --------------------------------------------------------------------------------------------------- ---------
3 SEC USE ONLY
-------- --------------------------------------------------------------------------------------------------- ---------
4 Source of Funds (See Instructions)
OO
-------- --------------------------------------------------------------------------------------------------- ---------
5 Check if Disclosure of Legal Proceedings is Required |_|
Pursuant to Items 2(d) or 2(e)
-------- --------------------------------------------------------------------------------------------------- ---------
6 Citizenship or Place of Organization
Nevada
-------- --------------------------------------------------------------------------------------------------- ---------
Number of 7 Sole Voting Power
Shares - 0 -
Beneficially
Owned by Each -------- ---------------------------------------------------- ---------
Reporting 8 Shared Voting Power
Person with 33,841,966(1)
-------- ---------------------------------------------------- ---------
9 Sole Dispositive Power
- 0 -
-------- ---------------------------------------------------- ---------
10 Shared Dispositive Power
33,841,966(1)
-------- --------------------------------------------------------------------------------------------------- ---------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
33,841,966(1)
-------- --------------------------------------------------------------------------------------------------- ---------
12 Check Box if the Aggregate Amount in Row (11) Excludes |_|
Certain Shares (See Instructions)
-------- --------------------------------------------------------------------------------------------------- ---------
13 Percent of Class Represented by Amount in Row (11)
47.8%
-------- --------------------------------------------------------------------------------------------------- ---------
14 Type of Reporting Person (See Instructions)
OO
-------- --------------------------------------------------------------------------------------------------- ---------
(1) Represents shares issuable upon conversion of a promissory note (including
accrued interest thereon) of the Issuer held by the Reporting Person. Conversion
of the note is conditioned upon receipt of approval of the Issuer's
stockholders. Number of shares assumes conversion occurs as of December 9, 2003.
-------- --------------------------------------------------------------------------------------------------- ---------
1 Name of Reporting Persons: Suzanne Calvert
I.R.S. Identification No. of Above Persons (entities only)
-------- --------------------------------------------------------------------------------------------------- ---------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
-------- --------------------------------------------------------------------------------------------------- ---------
3 SEC USE ONLY
-------- --------------------------------------------------------------------------------------------------- ---------
4 Source of Funds (See Instructions)
OO
-------- --------------------------------------------------------------------------------------------------- ---------
5 Check if Disclosure of Legal Proceedings is Required |_|
Pursuant to Items 2(d) or 2(e)
-------- --------------------------------------------------------------------------------------------------- ---------
6 Citizenship or Place of Organization
United States of America
---------------------------------------------- -------- ---------------------------------------------------- ---------
Number of 7 Sole Voting Power
Shares - 0 -
Beneficially
Owned by Each -------- ---------------------------------------------------- ---------
Reporting 8 Shared Voting Power
Person with 33,841,966(1)
-------- ---------------------------------------------------- ---------
9 Sole Dispositive Power
- 0 -
-------- ---------------------------------------------------- ---------
10 Shared Dispositive Power
33,841,966(1)
-------- --------------------------------------------------------------------------------------------------- ---------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
33,841,966(1)
-------- --------------------------------------------------------------------------------------------------- ---------
12 Check Box if the Aggregate Amount in Row (11) Excludes |_|
Certain Shares (See Instructions)
-------- --------------------------------------------------------------------------------------------------- ---------
13 Percent of Class Represented by Amount in Row (11)
47.8%
-------- --------------------------------------------------------------------------------------------------- ---------
14 Type of Reporting Person (See Instructions)
IN
-------- --------------------------------------------------------------------------------------------------- ---------
(1) Represents shares issuable upon conversion of a promissory note (including
accrued interest thereon) of the Issuer held by an affiliate of the Reporting
Person. Conversion of the note is conditioned upon receipt of approval of the
Issuer's stockholders. Number of shares assumes conversion occurs as of December
9, 2003. The Reporting Person disclaims beneficial ownership of all of such
shares.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $0.00067 par value ("Common
Stock"), of NuWay Medical, Inc., a Delaware corporation (the "Company"). The
principal executive office of the Company is located at 23461 South Pointe
Drive, Suite 200, Laguna Hills, California 92653.
ITEM 2. IDENTITY AND BACKGROUND.
One of the Reporting Persons, Dennis Calvert ("Calvert"), filed an
initial Schedule 13D dated April 9, 2003 (the "Original Schedule 13D") pursuant
to Regulation 13D-G of the General Rules and Regulations under the Act, and is
filing this Amendment No. 1 for the purpose of reporting (i) the entering into
of a conversion agreement between Calvert and New Millennium Capital Partners
LLC ("New Millennium"), on the one hand, and the Company, on the other hand,
relating to the conversion of a $1,120,000 promissory note of the Company held
by New Millennium, into shares of Common Stock and (ii) the voluntary rescission
by Calvert of a grant of 3,000,000 shares of Common Stock previously made by the
Company to Calvert as compensation for services rendered. This Amendment No. 1
also adds each of New Millennium and Suzanne Calvert as a Reporting Person. The
Original Schedule 13D, which is amended by this Amendment No. 1 as set forth
herein, as so amended, is herein referred to as this "Schedule 13D." Except as
amended by this Amendment No. 1, the Original Schedule 13D remains in full force
and effect.
Items (b)-(f) with respect to Calvert remain as reported on the
Original Schedule 13D.
Item 2 of the Original Schedule 13D is hereby amended by adding the
following:
"Items (a)-(c): New Millennium has its principal business office at
23461 South Pointe Drive, Suite 200, Laguna Hills, California 92653. New
Millenium is a Nevada limited liability company principally engaged in the
business of holding investments. New Millenium is owned 50% by Calvert and 50%
by Calvert's spouse, Suzanne Calvert.
Suzanne Calvert's business address is 23461 South Pointe Drive, Suite
200, Laguna Hills, California 92653. Her principal occupation or employment and
the name, principal business and address of any corporation or other
organization in which such employment is conducted is: none.
The name, business address, present principal occupation or employment,
name, principal business and address of any corporation or other organization in
which such employment is conducted and the citizenship of each director and
executive officer of New Millennium is set forth in Annex A and Annex A is
incorporated herein by reference.
Items (d)-(e). Neither New Millennium nor Suzanne Calvert, nor, to the
best knowledge of New Millennium, any person listed in Annex A has been
convicted during the last five years in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws."
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Original Schedule 13D is hereby amended by adding the
following to the end of subparagraph (b) thereof:
"As described in more detail under Item 4 of this Schedule
13D, New Millennium and the Company have agreed to convert the
$1,120,000 note (including accrued interest thereon) into
Common Stock at a per share price equal to $0.036."
ITEM 4. PURPOSE OF THE TRANSACTION.
Subparagraph (b) of Item 4 of the Original Schedule 13D is hereby
amended and restated to read in its entirety as follows:
"NEW MILLENNIUM CAPITAL PARTNERS LLC ACQUISITION OF 4,182,107
SHARES OF COMMON STOCK OF THE COMPANY:
In conjunction with the acquisition of a technology
license from Med Wireless, Inc. on August 21, 2002, the
Company assumed a $1,120,000 note (the "Note") with interest
at 10% per annum payable by Med Wireless to Summitt Ventures,
Inc. The Note is secured by the Company's assets and was
originally due on June 15, 2003. On March 26, 2003, Summitt
Ventures sold the Note, together with 4,182,107 shares of
Common Stock, to New Millennium Capital Partners LLC ("New
Millennium"), a limited liability company controlled and owned
in part by Calvert, in exchange for a $900,000 promissory note
(the "New Millennium Note") issued by New Millennium in favor
of Summitt Ventures. The New Millennium Note is secured by all
of the stock of the Company owned by New Millennium and
Calvert."
Subparagraph (c) of Item 4 of the Original Schedule 13D is hereby
amended by adding the following to the end of such subparagraph:
"On March 18, 2003, Calvert returned the 3,000,000
shares to the Company pending a stockholder vote to approve or
disapprove the issuance. Calvert and the Company have since
agreed not to seek stockholder approval for the issuance and
to rescind the issuance in its entirety. Calvert and the
compensation committee of the Company's Board of Directors
plan to negotiate an alternative bonus arrangement with
Calvert (which could be in the form of cash, shares of stock,
or a combination thereof). The amount and timing of such bonus
has not yet been determined."
Item 4 of the Original Schedule 13D is hereby further amended by adding
the following to the end of such Item:
"(d) CONVERSION OF THE NOTE.
On March 26, 2003, the Company's Board of Directors
voted to enter into an amendment to the Note (the "Original
Note Amendment") to provide for conversion of the Note into
restricted Common Stock (at a conversion price discounted
37.5% to the then market price of $0.08). New Millennium
agreed to the Note Amendment. Subsequent to the vote by the
Board to convert the Note, the Company received notification
from Nasdaq's Listing Qualifications Department that
converting the Note without stockholder approval violated
certain Nasdaq Marketplace Rules. In response to this
notification, the Board, with the concurrence of New
Millennium, voted to amend its resolution and withhold
issuance of the shares to New Millennium pending stockholder
approval for the conversion. To allow time for a stockholder
vote with respect to the conversion, New Millennium agreed to
extend the terms of the Note, from June 15, 2003 to October 1,
2003.
At the Company's June 6, 2003 Board meeting, and
prior to a stockholder vote on the conversion, Calvert, on
behalf of New Millennium, and the Company, through the
unanimous action of the Board (with Calvert abstaining),
agreed that, in light of the then-market conditions (namely
the significant increase in the trading price of the Common
Stock since March 26, 2003, the date on which the conversion
of the Note to equity was originally approved by the Board,
from $0.08 to $0.28 as of June 6, 2003), it would be
inequitable for New Millennium to convert the Note (together
with accrued interest thereon) at the originally agreed to
$0.05 per share price. In this regard, Calvert, on behalf of
New Millennium, and the Company orally agreed to rescind the
agreement to convert the Note. In addition, New Millennium
orally agreed with the Company to extend the maturity date of
the Note to a first payment due October 1, 2003 in the amount
of $100,000 and the balance of the principal due on April 1,
2004, with interest due according to the original terms of the
Note (to correspond to the payment terms of the New Millennium
Note), and furthermore to reduce the Company's obligation on
the Note to the extent that New Millennium is able to reduce
its obligation on the New Millennium Note.
Due to the Company's lack of liquidity, the Company
was unable to repay the first $100,000 installment of the Note
when it became due on October 1, 2003. To address this issue,
the Board of Directors appointed a committee (the "Committee")
consisting of Board members Steve Harrison and Joseph
Provenzano to negotiate revised terms and conditions of the
Note with Calvert. Calvert informed the Committee that in
order to accommodate the Company's working capital needs,
Calvert would be willing to convert the Note into the
Company's equity. Due to the Company's lack of liquidity, and
because the terms of the conversion were negotiated on behalf
of the Company by disinterested members of the Board of
Directors and management, the Board of Directors determined
not to seek a third-party fairness opinion on the terms of the
proposed conversion. The Board did, however, instruct the
Committee to ensure that the Company presented any proposed
loan conversion transaction to the Company's stockholders with
a requirement that a majority vote of the disinterested
stockholders be required for approval.
Pursuant to a series of negotiations between Calvert
and the Committee, the Committee and Calvert agreed to once
again provide for the conversion of the Note into equity. The
parties agreed that the Note (together with accrued interest
thereon) would be cancelled and converted into shares of
Common Stock at a per share price equal to $0.036 (a 20%
discount to the closing price of the Common Stock of $0.045 on
October 16, 2003, the date an agreement between the Committee
and Calvert was reached). In arriving at the conversion price,
the Committee determined that a 20.0% discount to market price
was appropriate based on a number of factors, including that
(i) with the quantity of the shares that would be issued, a
block of shares that size could not be liquidated without
affecting the market price of the shares, and (ii) the shares
would be "restricted shares" and could therefore not be sold
in the public markets prior to two years from the date of the
conversion, and thereafter would be subject to the volume and
manner of sale limitations of Rule 144 under the Securities
Act of 1933.
If the conversion is approved by the Company's
stockholders, Calvert will be issued an additional
approximately 33,841,966 shares, and will beneficially own
approximately 55.5% of the Company's outstanding voting stock.
Accordingly, Calvert will be able to control the outcome of
all matters requiring stockholder approval and will be able to
elect all of the Company's directors (subject to any
cumulative voting rights stockholders may have), thereby
controlling the management, policies and business operations
of the Company.
Other than as set forth herein, none of the Reporting
Persons currently have any plans or proposals which relate to
or would result in:
(a) The acquisition by any person of additional
securities of the Company, or the disposition of
securities of the Company;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the Company or any of its subsidiaries;
(d) Any change in the present Board of Directors or
management of the Company, including any plans or
proposals to change the number of term of directors
or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business
or corporate structure;
(g) Changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an
inter-dealer quotation system of registered national
securities association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Original Schedule 13D is hereby amended and restated in
its entirety to read as follows:
"Items (a)-(c). Calvert beneficially owns 4,782,107
shares of Common Stock, of which he is the record owner. This
represents 13.4% of the Company's outstanding voting stock.
Upon conversion of the Note, Calvert will become the
beneficial owner of an additional 33,841,966 shares of Common
Stock, which together with the aforementioned 4,782,107 shares
of Common Stock, represent 55.5% of the Company's outstanding
voting stock. Calvert has sole disposition and voting power
over the 4,782,107 shares and will share disposition and
voting power over the 33,841,966 shares with New Millennium.
New Millennium will also be the beneficial owner of
the 33,841,966 shares issuable upon conversion of the Note,
representing 47.8% of the outstanding voting stock. Suzanne
Calvert, as the owner of a 50% interest in New Millennium, may
also be deemed to be the beneficial owner of such shares,
although she disclaims beneficial ownership thereof.
The percentages of ownership reported above is based upon the
36,961,486 shares of Common Stock and 519,322 shares of Preferred Stock stated
by the Company to be outstanding as of October 26, 2003.
Except as described herein, none of the Reporting Persons, nor, to the
best knowledge of each of the Reporting Persons, any person listed in Annex A
beneficially owns, or has acquired or disposed of, any shares of the Company's
voting stock during the past 60 days.
Items (d)-(e). Not applicable."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 remains as reported on the Original Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is hereby added to the Schedule 13D:
2. Conversion Agreement, dated as of October 16, 2003, by and
between NuWay Medical, Inc., on the one hand, and Dennis
Calvert and New Millennium Capital Partners LLC, on the other
hand.
Signature
After reasonable inquiry and to the best of its, his or her knowledge
and belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: November 4, 2003 NEW MILLENNIUM CAPITAL PARTNERS LLC
By: /s/ Dennis Calvert
------------------
Name: Dennis Calvert
Title: Manager
/s/ Dennis Calvert
----------------------------
Dennis Calvert, individually
/s/ Suzanne Calvert
----------------------------
Suzanne Calvert, individually
EXHIBIT INDEX
Sequential
Exhibit Description Page No.
-------------- --------------------------------------------------------------------------------- ----------------
2 Conversion Agreement, dated as of October 16, 2003, by and between NuWay
Medical, Inc., on the one hand, and Dennis Calvert and New Millennium Capital
Partners LLC, on the other hand.
ANNEX A
SOLE EXECUTIVE OFFICER AND MANAGER OF
NEW MILLENNIUM CAPITAL PARTNERS LLC
The name and present principal occupation of the sole executive officer
and manager of New Millennium Capital Partners LLC is set forth below. The
individual listed below is a citizen of the United States.
Present Principal Occupation
Name Office Residence or Business Address or Employment
-------------------- ----------------------- ------------------------------------------ --------------------------------
Dennis Calvert Manager 23461 South Pointe Drive, Suite 200 CEO of NuWay Medical, Inc.
Laguna Hills, California 92653