UNITED STATES
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) March 14, 2000
Commission File Number: 0000-23721
LIFEPOINT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE #33-0539168
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
10400 Trademark Street, Rancho Cucamonga, CA 91730
(Address of Principal Executive Offices) (Zip Code)
(909) 466-8047
Registrant's Telephone Number, Including Area Code
Item 5. Other Information
On February 29, 2000, the Registrant held an initial closing of a private
placement offering pursuant to Regulation D of the Securities Act of 1933
as to 884 units (each unit consisting of 2,500 shares of Common Stock and
2,500 Common Stock purchase warrants, at $5,000 per unit). The Registrant
completed the offering on March 14,2000 for an additional 956 units. The
Registrant received $9,200,000 in gross proceeds on a total placement of
1,840 units. In addition, on March 3, 2000, the Registrant's Common Stock
achieved an average high bid/low asked prices for 20 trading days of $4.00
per share. This event invoked the mandatory redemption of the Series A
Preferred Stock on March 24, 2000. The Pro Forma Financial Statements
included in the Exhibits reflect both the sale of the Common Stock and the
conversion of the Series A Preferred Stock as if they occurred on or prior
to February 29, 2000.
Item 7. Financial Statements and Exhibits
(b) Pro forma Financial Statements
Pro forma balance sheet as of February 29, 2000(unaudited)
Pro forma statement of operations for the eleven months ended
February 29, 2000(unaudited)
Pro forma statements of cash flows(unaudited)
Notes to the pro forma condensed combined financial
statements (unaudited)
(c) Exhibits
99.2 Press release issued March 14, 2000.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf
by the undersigned therein to be duly authorized.
LIFEPOINT, INC.
(Registrant)
Date: March 14, 2000 By /s/ Michele A. Clark
Michele A. Clark
Controller and Chief
Accounting Officer
LIFEPOINT, INC.
(a Development Stage Enterprise)
BALANCE SHEET (unaudited)
Proforma
February 29, Proforma February 29,
2000 Adjustments 2000
ASSETS ------------- ----------- ------------
Current assets:
Cash and cash equivalents $ 1,232,171 $ 9,200,000 $10,432,171
Prepaid expenses and other current assets 88,731 - 88,731
----------- ----------- -----------
Total current assets 1,320,902 9,200,000 10,520,902
Property and equipment, net 400,239 - 400,239
Patents and other assets, net 94,586 - 94,586
----------- ----------- -----------
$ 1,815,727 $ 9,200,000 $11,015,727
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 154,167 $ - $ 154,167
Accrued expenses 249,516 - 249,516
Capital Lease -Short Term 101,386 - 101,386
----------- ----------- -----------
Total current liabilities 505,069 - 505,069
Capital Lease - Long Term 112,240 - 112,240
Accrued Consulting - Long Term 148,253 - 148,253
----------- ----------- -----------
765,562 - 765,562
Stockholders' equity:
Series A 10% Cumulative Convertible
Preferred Stock, $.001 par value,
600,000 shares authorized, 427,375
outstanding at February 29, 2000 427 (427) -
Common stock, $.001 par value;
50,000,000 shares authorized,
15,491,537 shares issued and
outstanding at February 29, 2000 15,491 13,147 28,638
Additional paid-in capital 18,884,665 9,187,280 28,071,945
Deficit accumulated in the
development stage (17,850,418) - (17,850,418)
----------- ----------- -----------
Total stockholders' equity 1,050,165 9,200,000 10,250,165
----------- ----------- -----------
$ 1,815,727 $ 9,200,000 $11,015,727
=========== =========== ==========
LIFEPOINT, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS (Unaudited)
Cumulative
For the For the From
Eleven Months Year October 8, 1992
Ended Ended (Inception) to
February 29 March 31, February 29,
2000 1999 2000
----------- ------------ ----------------
Revenues $ - $ - $ -
Costs and Expenses:
General and Administrative Expenses 1,321,357 1,483,135 4,757,559
Research and Development 2,138,378 1,117,786 7,879,780
Depreciation and Amortization 88,690 142,387 967,250
Interest Expense - Parent - - 95,790
Management Fees - Parent - - 2,089,838
Interest Expense - - 119,300
----------- ------------ -------------
Total Costs and Expenses 3,548,425 2,743,308 15,909,517
Loss from Operations (3,548,425) (2,743,308) (15,909,517)
Other Income/(Expense) 126,611 46,595 (169,775)
----------- ------------ -------------
Net Loss $(3,421,814) $(2,696,713) $(16,079,292)
============ ============ =============
Earnings per Common Share:
Weighted Average Common Shares
Outstanding 14,855,476 11,566,684
============ ============
Net Loss Per Common Share $(0.23) $(0.23)
============ ============
Earnings per Common Share, Assuming
Dilution:
Weighted Average Common Shares
Outstanding 14,855,476 11,566,684
============ ============
Net Loss Per Common Share, Assuming
Dilution $(0.23) $(0.23)
============ ============
Proforma Earnings per Common Share,
Assuming Dilution:
Weighted Average Common Shares
Outstanding 14,894,840
============
Net Loss Per Common Share, Assuming
Dilution $(0.23)
============
LIFEPOINT, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS (Unaudited)
Proforma
Cumulative From
For the Eleven October 8, 1992
Months Ended (Inception) to
February 29, Proforma February 29,
2000 Adjustments 2000
Cash flow from operating activities:
Net loss $ (3,421,814) $ - $(17,792,126)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 88,690 - 1,007,769
Consulting expense - - 361,160
Loss on disposal of property and equipment - - 237,976
Loss on marketable securities - - 627,512
Amortization of bond discount - - (4,855)
Changes in operating assets and liabilities:
Change in prepaid expenses and other
current assets (52,849) - 35,670
Change in other assets (11,005) - (33,471)
Change in accounts payable (77,097) - 208,526
Change in accrued expenses (691) - (118,610)
------------ ------------ --------------
Net cash used by operating activities (3,474,766) - (15,470,449)
Cash flow from investing activities:
Sale of marketable securities - - 3,285,625
Purchases of marketable securities - - (3,908,281)
Purchases of property and equipment (118,896) - (722,459)
Proceeds from sale of property and
equipment - - 80,828
Patent costs (13,893) - (70,817)
------------ ------------ --------------
Cash used by investing activities (132,789) - (1,335,104)
Cash flow from financing activities:
Sales of common stock 102,140 9,200,000 19,348,366
Expenses of common stock offering (42,347) - (1,723,933)
Sales of preferred stock - - 6,000,000
Expenses of preferred stock offering (18,374) - (738,451)
Exercise of stock options 1,875 - 22,473
Advances on note receivable - Parent - - (1,917,057)
Collection on note receivable - Parent - - 1,634,762
Proceeds of loan payable - Parent - - 4,715,067
Payment of loan payable - Parent - - (1,299,782)
Proceeds of capital leases - - 101,572
Payments of capital leases - - (105,293)
Proceeds of brokerage loan payable - - 2,674,683
Payments of brokerage loan payable - - (2,674,683)
------------ ------------ --------------
Net cash provided by financing activities 43,294 9,200,000 26,037,724
Increase (decrease) in cash and cash equivalents (3,564,261) 9,200,000 9,232,171
------------ ------------ --------------
Cash and cash equivalents - beginning of period 4,796,432 1,232,171 -
Cash and cash equivalents - end of period $ 1,232,171 $10,432,171 $ 9,232,171
============ =========== =============
Supplemental disclosure of cash information:
Cash paid for interest $ 24,815 $ - 216,861
============ =========== =============
Non-cash operating activities:
Value of common stock for consulting
services $ - $ - $ 203,340
============ =========== =============
Non-cash investing activities:
Value of assets transferred to lessor
in lieu of payment on capital leases $ - $ - $ 71,405
============ =========== =============
Non-cash financing activities:
Value of common stock issued and
additional paid-in capital for the
transfer of assets from Parent $ - $ - $ 781,060
============ =========== =============
Value of common stock issued to Parent
and additional paid-in capital for the
forgiveness of debt $ - $ - $ 3,160,502
============ =========== =============
Value of common stock warrants issued
for consulting services $ - $ - $ 187,500
============ =========== =============
Value of common stock issued and additional
paid-in capital issued as dividends
on preferred stock conversions $ 50,114 $ - $ 54,978
============ =========== =============
Value of common stock warrants issued
for preferred stock offering $ - $ - $ 133,559
============ =========== =============
Value of preferred stock converted to
common stock $ 2,607 $ 8,547 $ 12,000
============ =========== =============
Notes To Pro Forma Financial Statements
1) On February 29, 2000, the Registrant held an initial closing of a private
placement offering pursuant to Regulation D of the Securities Act of 1933 as
to 884 units (each unit consisting of 2,500 shares of Common Stock and 2,500
Common Stock purchase warrants) at $5,000 per unit. The Registrant completed
the offering on March 14, 2000 for an additional 956 units. The Registrant
received $9,200,000 in gross proceeds on a total placement of 1,840 units.
The Registrant, accordingly, issued an aggregate of 4,600,000 shares of
Common Stock.
2) On March 3, 2000, the Registrant's 20 trading day average high bid/low
asked prices reached $4 per share invoking the mandatory redemption of the
Series A Preferred Stock on March 24, 2000. The outstanding 427,375 shares
of Series A Preferred Stock will be converted into 8,547,500 shares of Common
Stock.
3) The unaudited pro forma balance sheet of the Registrant as of
February 29, 2000 assumes the completion of the sale of 4,600,000 shares of
the Common Stock and the conversion of 427,375 shares of the Series A
Preferred Stock, but do not include the calculation of the dividend on the
preferred conversion.
4) The unaudited pro forma statements of operations for the year ended
March 31, 1999 and the eleven months ended February 29, 2000 present the
actual results of operations through the respective periods. However, the
weighted average shares outstanding and the earnings per share for the
period ending February 29, 2000 assumes both the conversion of the Series A
Preferred and the completion of the private placement offering.
5) The unaudited pro forma statements of cash flows for the eleven months
ended February 29, 2000 and the cumulative October 8, 1992 (inception)
through February 29, 2000 present the actual cash flows through the
respective periods with the additional $9,200,000 received in the recently
closed placement.
6) The unaudited pro forma financial statements have been prepared by the
Registrant and all calculations have been made based upon assumptions deemed
appropriate. The unaudited pro forma financial statements were prepared
utilizing the accounting policies of the Registrant as described in the
Annual Report on Form 10K. The pro forma adjustments reflect the gross
proceeds from the private placement and, accordingly, may be subject to
certain adjustments as the Registrant finalizes the offering and related
expenses in accordance with generally accepted accounting principles.
7) The unaudited pro forma financial information should be read in
conjunction with the Registrant's historical financial statements and
notes thereto contained in the 1999 Annual Report on Form 10-K, the Quarterly
Reports on Form 10-QSB for the quarters ended June 30, 1999, September 30, 1999
and December 31, 1999 and on January 27, 2000 the Registrant filed
Post-Effective Amendment No. 2 to Form S-1 with fully reviewed financial
statements.