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 23, 1999
THERMOGENESIS CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-16375 94-3018487
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(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification No.)
3146 Gold Camp Drive
Rancho Cordova, California 95670
(916) 858-5100
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(Address and telephone number of principal executive offices)
Item 5. Other Events
On January 4, 2000, THERMOGENESIS CORP. completed an offering of 4,040 shares of
Series B Convertible Preferred Stock and warrants to purchase 444,562 shares of
THERMOGENESIS CORP. common stock. The initial placement was made to the lead
investors, Advantage Fund II Ltd. and Koch Investment Group Limited, on December
22, 1999, and the final closing was held on January 4, 2000 with Clarion Capital
Corporation. The placement resulted in gross proceeds to THERMOGENESIS CORP. of
$4,040,000, before commissions and expenses payable in connection with the
placement.
Unless stockholder approval is obtained, the Series B Convertible Preferred
Stock is convertible into a maximum of 4,236,000 shares of THERMOGENESIS CORP.
common stock, in the aggregate. For the first six months from December 22, 1999,
the Series B Convertible Preferred Stock is convertible at a fixed conversion
price of $2.2719 per common share, which represents the average bid price of the
common stock for the ten days prior to December 22, 1999. Thereafter, the
conversion price is adjusted every six months to be the lesser of (a) 130% of
the fixed conversion price or (b) 90% of the average market price for the ten
days prior to such adjustment date. The Series B Convertible Preferred Stock is
entitled to dividends at the rate of 6% per annum which amount, at the option of
THERMOGENESIS CORP., may be added to the $1,000 per share conversion value of
the Series B Convertible Preferred Stock.
The conversion price is subject to further adjustment under certain
circumstances, provided such circumstances are outside of the Company's control,
as set forth in the Certificate of Designations of Series B Convertible
Preferred Stock attached to this current report, including the following events:
(i) no closing bid price for the common stock for five consecutive trading days;
(ii) delisting of the common stock from the Nasdaq SmallCap Market or any other
market or exchange; (iii) inability of the investors to sell shares of common
stock pursuant to an effective registration statement for 30 days or more, in
the aggregate; (iv)
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certain business combination events where THERMOGENESIS CORP. stockholders do
not control 51% of the combined company, unless certain conditions are
satisfied; and (v) certain defaults by THERMOGENESIS CORP. in the performance of
its obligations to the institutions; and (iv) the adoption of any amendment to
THERMOGENESIS CORP.'s Certificate of Incorporation materially adverse to the
holders of the Series B Convertible Preferred Stock without the consent of the
majority of the shares of Series B Convertible Preferred Stock. If THERMOGENESIS
CORP. takes action to affect any of the foregoing, and such action is deemed to
be within its control, the Series B holders can require that THERMOGENESIS CORP.
redeem the shares at a premium.
THERMOGENESIS CORP. has the right to redeem the Series B Convertible Preferred
Stock at a premium and under some circumstances at the market price of its
common stock that the Series B Convertible Preferred Stock would otherwise be
convertible into.
The net proceeds from the offering will be used for general corporate purposes
and working capital.
The terms of the private placement are set forth in the form of Subscription
Agreement attached as Exhibit 10 to this current report. The Certificate of
Designations of Series B Convertible Preferred Stock is also attached as Exhibit
4.1 to this current report, and contains the rights, preferences, privileges and
restrictions of the Series B Convertible Preferred Stock. The Warrants issued in
connection with the placement are subject to the terms contained in the Form of
Warrant attached as Exhibit 4.2 to this current report. Under the Registration
Rights Agreement, entered into with each Series B investor and attached as
Exhibit 4.3, THERMOGENESIS CORP. has agreed to prepare and file with the
Securities and Exchange Commission a registration statement covering the resale
of the shares of common stock underlying the Series B Convertible Preferred
Stock and warrants.
In connection with the placement of THERMOGENESIS CORP.'s Series B Convertible
Preferred Stock, THERMOGENESIS CORP. paid a 6% commission and issued a warrant
to purchase 40,000 shares of common stock to Reedland Capital Partners, a
Division of Financial West Group. The warrants issued to Advantage Fund II Ltd.,
Koch Investment Group Limited, Clarion Capital Corporation, and Reedland are
exercisable for a period of five years at an exercise price of $2.72628.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
(c) EXHIBITS
Exhibit
Number Description
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4.1 Certificate of Designations of Series B Convertible
Preferred Stock, dated December 22, 1999
4.2 Warrant [Form]
4.3 Registration Rights Agreement, dated December 22, 1999
[Form]
10. Subscription Agreement, dated December 22, 1999 [Form]
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SIGNATURE
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.
Dated: January 4, 2000 THERMOGENESIS CORP.
a Delaware Corporation
/s/ PHILIP H. COELHO
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Philip H. Coelho, Chairman & CEO