U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 AND 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Event Date: January 14, 1999
__________________________
THERMOGENESIS CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 0--16375 94-3018487
(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
3146 GOLD CAMP DRIVE
RANCHO CORDOVA, CA 95670
(916) 858-5100
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
______________________________________________________________________________
Item 5. Other
Financing: On January 14, the Company completed a private financing with
the assistance of Oscar Gruss & Son, Incorporated as placement agent.
Pursuant to the terms of the financing, the Company sold 1,077,540 shares
of Series A Convertible Redeemable Preferred Stock ("Preferred Stock") at a
price of $6.25 per share. Each share of Preferred Stock can be converted
into 5 shares of the Company's common stock, and the Company can force
conversion if the Company's common stock trades above $5.00 per share. In
addition to the conversion provision, the following summarizes key rights
that holders of the Preferred Stock have. All summarized information is
qualified by the Certificate of Designation for the Preferred Stock which
was filed with the Delaware Secretary of State.
VOTING. So long as in excess of 35% of the number of Shares of Series
A Preferred Stock sold pursuant to this Offering remains outstanding, the
holders of the Series A Preferred Stock will be entitled to vote for one
director, as a separate class, and approval by holders of at least a
majority of the Series A Preferred Stock, voting together as a separate
class, is required for certain events including (i) any issuance of a new
series of shares having rights, preferences, or privileges with respect to
liquidation preference, redemption or dividend rights senior or equivalent
to the Series A Preferred Stock, (ii) any payment or declaration of any
dividends rights or any other distribution or redemption of any capital
stock of the Company, (iii) any sale or disposition of all or substantially
all of the Company's property or business or any consolidation or merger
with any entity in which the Company is not the survivor, (iv) an amendment
to the Company's Articles of Incorporation or Bylaw, and (v) any
investments of another business exceeding $1 million in the aggregate.
Unless required by law, the holders of the Series A Preferred Stock will be
entitled to vote on all other matters with class, on an as converted
basis.
DIVIDENDS. Each Series A Preferred Stock is entitled to receive non-
cumulative dividends at the same rate and same time as any dividends
declared on the Company's Common Stock determined on an as converted basis.
LIQUIDATION PREFERENCE. Upon liquidation, dissolution, or winding up
of the Company, the holder of each Series A Preferred Stock shall be
entitled to received a liquidation preference equal to $6.25 per share
which shall increase at the rate of 8% per share, per year, compounded
annually on each anniversary date ("Liquidation Preference Amount") of the
issuance of the Series A Preferred Stock before there are any distributions
to the holders of shares of Common Stock or any other securities ranking
junior to the Series A Preferred Stock. After payment to the holders of
the Series A Preferred Stock of the Liquidation Preference Amount, the
holders of the Series A Preferred Stock shall not be entitled to any
further distribution. If upon any liquidation, dissolution or winding up,
the assets to distributed among the holders of the Series A Preferred Stock
shall be insufficient to permit the payment in full to the holders of all
Series A Preferred Stock, then the amount to be distributed shall be
distributed ratably to the holders of Series A Preferred Stock and any
other holders of Preference Shares of equal rank.
REDEMPTION. After five years, each holder of the Series A Preferred
Stock will have the right to require the Company to repurchase from such
holder each Series A Preferred Stock for the Liquidation Preference
Amount.
The Company received net proceeds of approximately $6,270,985 after
deducting sales agent commissions and expenses of the offering of
approximately $463,640. The Company will use the proceeds to finance the
manufacturing of the CryoSeal{TM} and BioArchive{TM} Systems and
disposables, other clinical studies, obtaining regulatory approvals, and
for general working capital.
Item 7(c). Exhibits
EXHIBIT NO. EXHIBIT
10 Stock Purchase Agreement [Form]
3 Certificate of Designation of Series A Convertible Preferred Stock
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THERMOGENESIS CORP.
Dated: January 25, 1999 By: Philip H. Coelho, Chairman & CEO
(Principal Executive Officer)
Dated: January 25, 1999 By: Renee M. Ruecker, V.P. Finance
(Principal Financial Officer)