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) August 5, 2004
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Avitar, Inc.
(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 August 6,
2004 announcing that it raised gross proceeds of $1,250,000 in a private
placement of convertible preferred stock and warrants. A copy of the Press
Release is attached to this Report as an Exhibit.
The securities issued in the private placement were 1,250 shares of Series
A Convertible Preferred Stock and Warrants to purchase 125,000 shares of Common
Stock. The $1,250,000 of Preferred Stock is convertible into Common Stock at the
lesser of $0.09 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 $0.095 per share.
Copies of the Agreements related to this private placement are attached to
this Report as Exhibits, including the Registration Rights Agreement that
requires the Company to register the Common Stock underlying the Preferred Stock
and Warrants by filing a Registration Statement with the SEC within 30 days
after the closing of the private placement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
4.1 Certificate of Designations of Series A Convertible Preferred Stock (A)
4.2 Securities Purchase Agreement
4.3 Registration Rights Agreement
4.4 Warrant
99.1 Press Release Issued on August 6 , 2004
(A) Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report
on Form 8-K, dated May 25, 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 August 9, 2004 /s/ JAY LEATHERMAN
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Jay Leatherman, CFO
(Signature)