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) May 20, 1997
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AVITAR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20316 06-1174053
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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 (617) 821-2440
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
On May 20, 1997, the Company sold 439,676 newly issued shares of Common
Stock for $191,100 in cash, or a price of $0.2843 per share (approximately 35%
below the then-current market price as of such date).
The shares were offered and sold to Optimum Fund, a corporation organized
under the laws of the British West Indies (the "Purchaser"). The Purchaser was
introduced to the Company by a distributor, U.S. Milestone Corporation, a New
York corporation.
In the above-described sale, the Company relied upon the exemption from
registration under the Securities Act of 1933, as amended ("the Act") provided
by Regulation S promulgated under the Act. The sale was made pursuant to three
Offshore Securities Subscription Agreements, dated May 20, 1997, made by and
between the Company and the Purchasers ("the Agreements"). Each Purchaser
represented and warranted, among other things, that he is not a U.S. person (as
defined in Regulation S) and that he received the offer and executed his
Agreement outside the United States. Further, each Purchaser agreed, among other
things, that the purchased shares will not be resold to U.S. persons or within
the United States during the period of 40 days commencing on the date of the
closing of the purchase (March 5, 1997). The Company represented and warranted,
among other things, that the Company is in full compliance with reporting
obligations under Section 12(b), 12(g) or 15(d) of the Securities Exchange Act
of 1934, as amended, and that the Company reasonably believed each Purchaser was
outside the United States and not a U.S. person.
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: June 4, 1997 By: /s/J.C. LEATHERMAN
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J.C. LEATHERMAN, JR.,
Chief Financial Officer