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) February 6, 1997
---------------------------
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.)
384 Q Merrow Road, Tolland, CT 06084
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (860) 871-8601
----------------------------
- -------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report
2
Item 9. Sale of Equity Securities Pursuant to Regulation S
On February 6, 1997 (the "Closing Date") Bio-Plexus, Inc. (the
"Company") issued and sold an aggregate of $5,000,000 of 5% convertible
debentures due February 4, 1999 (the "Debentures"). The Debentures were sold
for cash to a single foreign institutional corporate investor organized under
the laws of the British Virgin Islands. The placement agent for the sale was
Shoreline Pacific Institutional Finance, the Institutional Division of
Financial West Group ("Shoreline Pacific"). The Debentures were issued in
reliance upon an exemption under Regulation S promulgated under the Securities
Act of 1933, as amended.
The Debentures bear interest at the rate of five percent (5%) per annum
and are convertible into shares of common stock without par value ("Shares").
Interest is payable quarterly in arrears and accrued interest, as well as
principal, is convertible into Shares. The Debentures are convertible at a
price equal to the lesser of: (i) nine dollars ($9.00) per Share or (ii) eighty
percent (80%) of the average closing bid price of the Shares as reported by
Bloomberg, L.P. over the ten (10) day trading period ending on the day prior to
the date a notice of conversion is filed with the Company. The Debentures are
convertible into Shares in three installments over a two year period ending
February 4, 1999. In no event will the Company issue more than one million
three hundred fifty thousand (1,350,000) Shares upon conversion of the
Debentures. If such limit is reached prior to the conversion of all Debentures,
the remaining outstanding Debentures will be redeemed by the Company for
their principal amount plus accrued interest. The Debentures will be
automatically converted into Shares if the closing bid price of the Shares
equals or exceeds fourteen dollars and seventy cents ($14.70) per Share for
twenty (20) consecutive trading days during any period of time which is after
forty-five (45) days from the Closing Date. Any Debentures remaining
outstanding on February 4, 1999 also will be automatically converted into
Shares.
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/ Ronald A. Haverl
-----------------------------------
Ronald A. Haverl
Chairman
Date: February 12, 1997
3
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Form of 5% Convertible Debenture