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) April 20, 2000
HEMAGEN DIAGNOSTICS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-11700 04-2869857
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
34-40 Bear Hill Road, Waltham, Massachusetts 02451
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (781) 890-3766
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On April 20, 2000, the Registrant announced the private placement of
$4,250,000 of securities consisting of convertible notes, common stock and
warrants as detailed in the press release attached as Exhibit 1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Press Release of Hemagen Diagnostics, Inc. issued April 20,
2000.
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.
HEMAGEN DIAGNOSTICS, INC.
Date: April 20, 2000 By: /s/William P. Hales
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William P. Hales
President
EXHIBIT 1
COMPANY PRESS RELEASE
Hemagen Diagnostics, Inc., Closes $4.25 Million
Private Placement and Repays Bank Debt
WALTHAM, Mass.--(BW HealthWire)--April 20, 2000--Hemagen Diagnostics, Inc.
(NASDAQ:HMGN - news, HMGNW - news) announced today that is has closed on a four
and one quarter million dollar private placement to re-finance it's current bank
debt. Proceeds of the offering were used to pay off bank debt and provide
working capital. The new five-year loan package contains no financial covenants
and reduces the Company's current interest rate from 13% to 8% resulting in a
significant interest expense reduction. Jesup & Lamont Securities Corporation, a
New York Investment Bank placed the offering. The Redwood Group consisting of
Company insiders Jerry L. Ruyan, Chairman and CEO, William P. Hales, President,
Thomas A. Donelan and Christopher P. Hendy, Directors, invested in the offering.
Jerry L. Ruyan Chairman and CEO said, "This financing strengthens our balance
sheet and better positions the Company to take advantage of future
opportunities."
William P. Hales, President, said, "We are pleased to have completed this
financing in light of recent market conditions. Our ability to pay off
Fleet/BankBoston provides the company with greater operational and financial
flexibility. We are continuing to work diligently to increase shareholder value
by focusing on improving the operations of the company, increasing our sales and
marketing effort, and reducing expenses."
The placement was comprised of units of 8% percent senior subordinated
convertible notes, common stock and warrants. The offering price for each unit
was $500,000. Each unit consisted of one $500,000 Senior Subordinated Secured
Convertible Note, 200,000 warrants to purchase common stock and 93,750 Shares of
Common Stock. The Notes are convertible at $2.50 with a potential reset after
six months, based on the then stock price, of not less than $2.00. The Notes
mature in 5 years with no amortization and bear interest at 8%. The Company has
agreed to file a registration statement with respect to the Common Stock, the
shares underlying the Notes, and the Warrants. The Company may force the Notes
to be converted at any time after the effectiveness of the registration
statement if the Common Stock has traded above $4.50 for ten consecutive
business days. Additionally, the Company may prepay the Notes at any time after
the effectiveness of the registration statement at 100% of the face value of the
Notes plus accrued and unpaid interest. The Notes will be subordinated to any
Senior Secured Revolving Credit Facility that the company establishes up to, but
not to exceed $1.0 million. The Warrants entitle the registered holder to
purchase one share of common stock at an exercise price of $2.75 at anytime on
or after April 30, 2001 until April 30, 2002. The Warrants are callable by the
Company at any time after April 30, 2001 provided that the closing bid price of
Hemagen's Common Stock has exceeded $4.25 for ten consecutive business days. The
shares of Common Stock were issued as part of the units.
Hemagen Diagnostics, Inc., develops manufactures and, markets more than 148
FDA-cleared proprietary medical diagnostic test kits for use in the diagnosis of
autoimmune and infectious diseases. Hemagen also manufactures and sells the
"Analyst(R)" and FDA-cleared Clinical Chemistry Analyzer used to measure
important constituents in human and animal blood. The company focuses on markets
that offer significant growth opportunities.
Except for any historical information contained herein, the matters discussed in
this press release contain forward-looking statements that involve risks and
uncertainties, including those described in the Company's Securities and
Exchange Commission reports and filings
Contact:
Hemagen Diagnostics, Inc.
William P. Hales, 781/890-3766