U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 30, 2003
AVITAR, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20316 06-1174053
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
65 Dan Road
Canton, Massachusetts 02021
(Address of Principal Executive Offices)
(781) 821-2440
(Issuer's Telephone Number, Including Area Code)
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Item 5. Other Events and Regulation FD Disclosure.
The Registrant issued a Press Release in reliance on Rule 135c on September 30,
2003 concerning a $2,000,000 private placement. A copy of the Press Release is
filed as an Exhibit to this Report. On the same date, the Registrant issued
Preferred Stock and Warrants to purchase common stock in exchange for $1,000,000
of gross proceeds as described in the attached press release. The Preferred
Stock is convertible into common stock at $0.15 per share, subject to adjustment
and the Warrants are exercisable at $0.05 per share. The Registrant also expects
to receive an additional $1,000,000 in a second closing of the private placement
in exchange for additional Preferred Stock and Warrants. The Preferred Stock
issued in the second closing will be convertible into common stock at the
greater of $0.15 per share or 80% of the 30-day moving average closing price of
Avitar common stock on the day prior to the second closing, subject to
adjustment, and the Warrants issued in the second closing will be exercisable at
the greater of $0.075 per share or 50% of the aforementioned 30-day moving
average closing price of Avitar common stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
4.1 Securities Purchase Agreement
4.2 Certificate of Designations of 6% Convertible Preferred Stock
4.3 Registration Rights Agreement
4.4 Warrant for First Closing
4.5 Warrant for Second Closing
99.1 Press Release Issued on September 30, 2003
Signature
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.
Avitar, Inc.
(Registrant)
Date September 30, 2003 /s/ Jay Leatherman, CFO
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(Signature)