SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
February 1, 2005
AVITAR, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-15695 06-1174053
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
65 Dan Road, Canton, Massachusetts 02021
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (781) 821-2440
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
__ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
As of February 1, 2005, Avitar, Inc. (the "Company"), entered into a
Standby Equity Distribution Agreement with Cornell Capital Partners, LP.
Pursuant to the Standby Equity Distribution Agreement, the Company may, at its
discretion, periodically sell to Cornell Capital Partners, LP shares of common
stock for a total purchase price of up to $10.0 million. For each share of
common stock purchased under the Standby Equity Distribution Agreement, Cornell
Capital Partners LP will pay the Company 99% of the lowest volume weighted
average price of the Company's common stock as quoted by Bloomberg, LP on the
American Stock Exchange or other principal market on which the Company's common
stock is traded for the 5 days immediately following the notice date. The price
paid by Cornell Capital Partners, LP for the Company's stock shall be determined
as of the date of each individual request for an advance under the Standby
Equity Distribution Agreement. Cornell Capital Partners, LP will also retain 4%
of each advance under the Standby Equity Distribution Agreement. Cornell Capital
Partner's obligation to purchase shares of the Company's common stock under the
Standby Equity Distribution Agreement is subject to certain conditions,
including the Company obtaining an effective registration statement for shares
of common stock sold under the Standby Equity Distribution Agreement and is
limited to $250,000 per weekly advance and $1,000,000 per 30 days.
Cornell Capital Partners, LP was be paid a one-time commitment fee equal to
$115,000 by issuance of the Company's common stock based on the price of the
Company's common stock on February 1, 2005.
The Company also paid Monitor Capital, Inc. a fee equal to $10,000 by
issuance of the Company's common stock based on the price of the Company's
common stock on February 1, 2005 under a placement agent agreement relating to
the Standby Equity Distribution Agreement.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description
Exhibit Description Location
Exhibit 4.1 Standby Equity Distribution Agreement dated Provided herewith
as of February 1, 2005 between the Company
and Cornell Capital Partners, LP
Exhibit 4.2 Registration Rights Agreement dated as of Provided herewith
February 1, 2005 between the Company and
Cornell Capital Partners, LP
Exhibit 4.3 Placement Agent Agreement dated as of Provided herewith
February 1, 2005 by and among the Company,
Cornell Capital Partners, LP and Sloan
Securities Corporation
Exhibit 99.1 Press Release issued on February 4, 2005 Provided herewith
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.
Date: February 4, 2005 AVITAR, INC.
By: /s/ JAY LEATHERMAN
Name: Jay Leatherman
Title: Chief Financial Officer