UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported) May 25, 2004
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Avitar, Inc.
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(Exact name of registrant as specified in its chapter)
Delaware 1-15695 06-1174053
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
65 Dan Road, Canton, MA 02021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781) 821-2440
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
The Registrant issued a Press Release in reliance on Rule 135a on May 27,
2004 announcing that it raised gross proceeds of $1,000,000 in a private
placement of convertible preferred stock and warrants, and that it converted
$1,250,000 of long-term debt into convertible preferred stock. A copy of the
Press Release is attached to this Report as an Exhibit.
The securities issued in the private placement and the conversion of debt
were 2,316 shares of Series A Convertible Preferred Stock and Warrants to
purchase 100,000 shares of Common Stock. The $2,316,000 of Preferred Stock is
convertible into Common Stock at the lesser of $0.12 per share or 85% of the
average of the three (3) lowest bid prices for the ten (10) trading days
immediately prior to the notice of conversion, subject to adjustments and
minimum pricing, and the Warrants are exercisable at $0.126 per share.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
4.1 Certificate of Designations of Series A Convertible Preferred Stock
4.2 Exchange Agreement (Debt for Preferred Stock)
4.3 Registration Rights Agreement (related to Exchange Agreement)
4.4 Securities Purchase Agreement (Cash for Preferred Stock)
4.5 Registration Rights Agreement (related to Securities Purchase Agreement)
4.6 Warrant
99.1 Press Release Issued on May 27, 2004
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.
Avitar, Inc.
(Registrant)
Date May 28, 2004 /s/ JAY LEATHERMAN, CFO
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(Signature)