1 SECURITIES AND EXCHANGE COMMISSION ------------------- 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 28, 2000 Bio-Plexus, Inc. (Exact Name of Registrant as Specified in Charter) Connecticut 0-24128 06-1211921 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 129 Reservoir Road, Vernon, CT 06066 (Address of Principal Executive Offices) Registrant's telephone number, including area code (860) 870-6112 (Former Name or Former Address, if Changed Since Last Report) 2 Item 5. Other Events Bio-Plexus, Inc. (the "Company") reports that, at a special meeting of stockholders held on Friday, April 28, 2000, the Company obtained stockholder approval for the $17.5 million financing (the "Permanent Financing") with Appaloosa Management, L.P. of Chatham, New Jersey ("Appaloosa") and affiliate entities. The Company's stockholders also approved an amendment to the Company's Certificate of Incorporation increasing the number of authorized shares of common stock ("Common Stock") from 25 million to 40 million shares and an amendment to the Company's 1991 Long Term Incentive Plan (the "Plan") which raised to 2.5 million the number of shares of Common Stock subject to the Plan. Following the stockholders' meeting, the Company and Appaloosa consummated the Permanent Financing. In addition, John S. Metz assumed the role of President and Chief Executive Officer of the Company and he was appointed to the Board of Directors. The press release related to such actions is Exhibit 99.1 to this filing, and is incorporated herein by reference. 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. BIO-PLEXUS, INC. By: /s/ Kimberley A. Cady Name: Kimberley A. Cady Title: Chief Financial Officer and Vice President of Finance Date: May 11, 2000 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release announcing the Permanent Financing, the amendment to the Company's Certificate of Incorporation, the amendment to the Company's 1991 Long Term Incentive Plan and John S. Metz' assumption of the roles of President and Chief Executive Officer and his appointment to the Board of Directors.