UNITED STATES
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):
December [24], 2003
WORLD HEALTH ALTERNATIVES, INC.
(Exact name of registrant as specified in this charter)
Florida 333-84934 04-3613924
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 Penn Center Blvd., Suite 201, Pittsburgh, PA 15235
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (412) 829-7800
NOT APPLICABLE
(Former Name or Former Address, if Changes Since Last Report)
ITEM 5 - OTHER EVENTS
On December 24, 2003, World Health Alternatives, Inc. (the "Company")
entered into that certain Stock Purchase Agreement (the "Stock Purchase
Agreement") with Barron Partners, LP and certain investors described therein
(the "Investors") pursuant to which the Company issued to the Investors an
aggregate of 2,750,000 shares of its Common Stock at $0.60 per share for an
aggregate purchase price of $1,650,000 (the "Investment Shares") and warrants
exercisable for shares of its Common Stock for an aggregate purchase price of
$2,000,000 (the "Warrants"). The Investment Shares and the Warrants were issued
in a private placement transaction pursuant to Section 4(2) and Regulation D
under the Securities Act of 1933, as amended.
In connection with the Stock Purchase Agreement, the Company issued to
the Investors three types of warrants, all of which expire five years from the
date of issuance. The first series of warrants (the "First Warrants") provide
the Investors the right to purchase up to 3,333,300 shares of the Company's
Common Stock. The First Warrants have an exercise price of $0.60 per share,
resulting in proceeds of $2,000,000 to the Company upon their full exercise. The
First Warrants contain a put provision on behalf of the Company providing that,
if at any time prior to 120 days after the closing of the transactions
contemplated by the Stock Purchase Agreement the Company enters into a
definitive purchase agreement with a company that meets certain predefined
criteria stated therein, the Company may require the Investors to exercise the
First Warrants in whole.
The second series of warrants (the "Second Warrants") provide the
Investors the right to purchase 1,000,000 shares of the Company's Common Stock.
The Second Warrants have an exercise price of $1.50 per share, resulting in
proceeds of $1,500,000 to the Company upon their full exercise. The Company may
call, for $0.001 per warrant, the Second Warrants if the average price of the
Company's Common Stock exceeds 125% of the exercise price for twenty consecutive
trading days and a registration statement that registers the shares underlying
the Second Warrants for resale has been declared and remains effective for the
same twenty consecutive trading days.
The third series of warrants (the "Third Warrants" and, together with
the First Warrants and Second Warrants, the "Warrants") provide the Investors
the right to purchase 1,000,000 shares of the Company's Common Stock. The Third
Warrants have an exercise price of $2.00 per share, resulting in proceeds of
$2,000,000 to the Company upon their full exercise. The Company may call, for
$0.001 per warrant, the Third Warrants if the average price of the Company's
Common Stock exceeds 125% of the exercise price for twenty consecutive trading
days and a registration statement that registers the shares underlying the Third
Warrants for resale has been declared and remains effective for the same twenty
consecutive trading days.
Following the closing of the transactions contemplated by the Stock
Purchase Agreement, the Company will redeem 1,375,000 common shares each from
Marc Roup and Richard McDonald, executive officers of the Company, for no
consideration or compensation. Additionally, following the exercise of the First
Warrants, the Company will redeem up to 1,250,000 common shares each from
Messrs. Roup and McDonald for no consideration or compensation.
In connection with the transactions contemplated by the Stock Purchase
Agreement, the Company and the Investors entered into a Registration Rights
Agreement dated December 24, 2003. That Agreement, in part, provides certain
registration rights to the Investors, establishes remittances to them based on a
percentage of the purchase price of the Investment Shares and Warrants if
certain registration obligations are unmet and contains customary
cross-indemnification covenants between the Company and the Investors.
The Company intends to utilize the proceeds from the sale of its Common
Stock for general business purposes, debt restructuring and to fund its
acquisition strategy.
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ITEM 7 - FINANCIAL STATEMENTS & EXHIBITS
(c) Exhibits
EXHIBIT INDEX
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10.1 Stock Purchase Agreement between World Health
Alternatives, Inc. and Certain Investors, dated
December 24, 2003
10.2 Registration Rights Agreement between World Health
Alternatives, Inc. and Certain Investors, dated
December 24, 2003
10.3 Form of First Warrant to purchase shares of World
Health Alternatives, Inc.
10.4 Form of Second Warrant to purchase shares of World
Health Alternatives, Inc.
10.5 Form of Third Warrant to purchase shares of World
Health Alternatives, Inc.
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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 thereunto duly authorized.
WORLD HEALTH ALTERNATIVES, INC.
By /s/Richard E. McDonald
--------------------------------
Richard E. McDonald
President,
Principal Financial Officer
Principal Accounting Officer
Chairman of the Board of Directors,
President and Chief Executive Officer
By /s/Marc D. Roup
--------------------------------
Marc D. Roup
Chief Executive Officer and Director
Date: January 5, 2003
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