1 ================================================================= 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: October 7, 1996 INVITRO INTERNATIONAL - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 0-19241 33-0149560 - ----------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation File No.) Identification No.) or organization) 16632 Millikan Avenue, Irvine, California 92606 - ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(714) 851-8356 (Not Applicable) - ----------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================= 2 INVITRO INTERNATIONAL ITEM 5. OTHER EVENTS On October 7, 1996, InVitro International (the "Company") received $250,000 in gross proceeds from the sale of 799,935 shares of the Company's common stock (the "Offering") in an offshore private placement under Regulation S of the Securities Act of 1933. Shares were sold in the Offering to two corporate entities, each of which was an accredited investor, under agreements signed on September 30, 1996. The purchase price for shares of the Company's common stock of $0.312525 per share represented a negotiated discount of approximately 50% from the market price for the Company's common stock of $0.625 per share on September 29, 1996. The Company incurred fees payable to a placement agent, World Capital Funding, Incorporated, in the aggregate amount of $25,000, resulting in net proceeds to the Company of $225,000. The Offering was terminated by the Company on September 30, 1996 and all funds were received on or before October 7, 1996. After giving effect to these transactions, the issued and outstanding shares of the Company's common stock at the date of this Report is 14,038,300 shares. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) EXHIBITS: Exhibit Number Description - ------ ------------------------------------ 10.42 Regulation S Offshore Transaction Subscription Agreement dated September 30, 1996 between the Registrant and Wahoo International Corporation. 10.43 Regulation S Offshore Transaction Subscription Agreement dated September 30, 1996 between the Registrant and Settondown Capital International, Inc. 3 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. Date: October 17, 1996 INVITRO INTERNATIONAL (Registrant) By: /s/ W. RICHARD ULMER ----------------------------- W. Richard Ulmer, President and Chief Executive Officer