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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) September 16, 1997
BIO-PLEXUS, INC.
(Exact name of Registrant as specified in its Charter)
Connecticut 0-24128 06-1211921
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
384 Q Merrow Road, Tolland, Connecticut 06084
(Address of Principal Executive Offices) (zip code)
(860) 871-8601
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. - OTHER EVENTS
The Common Stock of Bio-Plexus, Inc. (the "Company") began listing on
the Nasdaq SmallCap Market on February 20, 1997. The stock had previously been
listed on the Nasdaq National Market. As noted in the Company's Form 10-Q for
the quarter ended June 30, 1997, the Company was not in compliance with the
minimum net tangible asset requirement of $1,000,000 on June 30, 1997. However,
since that date, the holders of certain of the Company's convertible debentures
have effected additional conversions to common stock, and a private placement by
the Company of both preferred and common stock is in process as of this filing
date. The combination of these transactions has increased the Company's net
tangible assets to a level that exceeds the minimum requirements. Financial
statements reflecting these transactions are included (Exhibit 99.2) for
reference.
Net Loss per Common Share
The terms of conversion of the Series A Preferred stock issued during
the two months ended August 31, 1997 afforded the holders a conversion price
lower than the market price of the common stock at the time of issuance. The
difference between the conversion price and market price is an imputed dividend
for purposes of calculating net loss per common share although no assets of the
Company will ever be expended. The imputed dividend amounts to $500,000, and had
the effect of increasing the loss per share for the two months ended August 31,
1997 by $.06. It should be noted that the imputed dividend has been given no
other accounting recognition in the financial statements of the Company for that
period and there will be no recognition given in the future.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
The following exhibits are filed as part of this report:
EXHIBIT NO. DESCRIPTION
27.1 Financial Data Schedule for period ended August 31, 1997
99.2 Financial Statements related to Nasdaq SmallCap Market Listing
(a) Condensed Balance Sheet at August 31, 1997
(b) Condensed Statement of Operations for two months ended
August 31, 1997
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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.
/s/ LAWRENCE C. KRAMPERT
By_________________________
Lawrence C. Krampert
Chief Executive Officer
/s/ CARL R. SAHI
By_________________________
Carl R. Sahi
President, and Treasurer (Chief
Financial Officer)
Date: September 16, 1997
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BIO-PLEXUS, INC.
EXHIBIT INDEX
Exhibit No. Description
27.1 Financial Data Schedule for period ended August 31, 1997
99.2 Financial Statements related to Nasdaq SmallCap Market listing
(a) Condensed Balance Sheet at August 31, 1997
(b) Condensed Statement of Operations for two months
ended August 31, 1997