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):
November 14, 1996
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EPITOPE, INC.
(Exact name of Registrant as specified in charter)
Oregon
(State or other jurisdiction of incorporation)
1-10492
(Commission File No.)
93-0779127
(IRS Employer Identification No.)
8505 S.W. Creekside Place
Beaverton, Oregon 97008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 641-6115
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The exhibits filed herewith are listed in the
exhibit index following the signature page of this report.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On November 14, 1996, Epitope, Inc. (the "Company") accepted
exchange notices from foreign holders of Agritope 4% Convertible Notes due
1997 (the "Notes") in the principal amount of $3,380,000. The Notes will be
exchanged for 250,367 shares of the Company's common stock, no par value
("Common Stock"), at an exchange price of $13.50 per share. The shares will
be issued in accordance with Regulation S promulgated under the Securities Act
of 1933, as amended ("Regulation S"). The closing sales price of the Common
Stock on the American Stock Exchange on November 14, 1996, was $13.75 per
share.
The Notes were issued by Agritope, Inc., a wholly owned subsidiary
of the Company, in June 1992, to certain foreign institutional and other
qualifying foreign investors. By their terms, the Notes were exchangeable for
Common Stock at the option of the holders at an exchange price of $19.53 per
share. At November 1, 1996, $3,620,000 in principal amount of Notes were
outstanding. The Notes are payable in full on June 30, 1997.
The Company was recently contacted by certain of the Note holders
which offered to exchange the Notes at a reduced exchange price based on
current market prices of the Common Stock. The Company allowed all Note
holders wishing to do so to elect to exchange Notes for Common Stock at a
price of $13.50 per share, by November 14, 1996. Holders which did not elect
to exchange Notes by that date continue to have the right to exchange them at
an exchange price of $19.53 per share, or to receive payments of interest and
principal in accordance with the terms of the Notes.
American Equities Overseas, Inc., acting through American Equities
Overseas (UK) Ltd. ("American Equities"), acted as exchange agent in
connection with the transaction. The Company has agreed to pay American
Equities a fee of two percent of the principal amount of Notes exchanged.
The Common Stock to be issued to the exchanging Note holders will
be issued, and communications with the Note holders have been conducted, in
accordance with Rule 903 of Regulation S. The exchanges involve only offshore
transactions without any directed selling efforts being made in the United
States. The Company is a reporting issuer and implemented the offering
restrictions required by Regulation S, including without limitation a written
agreement with American Equities regarding the transaction. None of the Note
holders are U.S. persons, as defined in Regulation S. Because Common Stock
will be issued directly to Note holders, no distributor as described in Rule
903(2)(iv) was involved in the transaction.
The Common Stock to be issued upon exchange of Notes has been
registered for resale in the United States.
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.
EPITOPE, INC.
Dated: November 27, 1996 By:
Gilbert N. Miller
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
1. Agreement between Epitope, Inc., and American Equities Overseas, Inc.,
acting through American Equities (UK) Ltd., dated November 18, 1996.
4. Form of Exchange Notice to be attached to Notes being exchanged.