================================================================================
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 31, 1997
CHEMTRAK, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-19479 77-0295388
- --------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
929 E. ARQUES AVENUE
SUNNYVALE, CA 94086-4520
-----------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICER)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(408) 773-8156
NOT APPLICABLE
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
================================================================================
Item 5. Other Events.
------------
On December 31, 1997 the Registrant entered into an Equipment Financing
Agreement (the "Agreement") with Pentech Financial Services, Inc. ("Pentech")
pursuant to which Pentech has committed up to $1,000,000 to the Registrant under
an Equipment Financing Commitment (the "Commitment") secured by all of the
Registrant's fixed assets. The terms of the Agreement provide that the
Registrant will make payments of 3.767% on any advances thereunder payable in 30
monthly installments, with an additional final payment equal to 12% of the
advance due and payable upon the expiration of any such 30-month payment period.
The commitment represented by the Agreement will expire on January 31, 1998, but
may be extended by Pentech for a period of 90 days upon a review of the
Registrant's financial condition at the expiration date.
Also on December 31, 1997 the Registrant requested an advance of $500,000
(the "First Advance Amount") under the Commitment to be used for general
corporate purposes and the nationwide roll-out of the Registrant's recently
introduced Parent's Alert(R) Home Drug Test Service. In accordance with the
terms of the Agreement, the First Advance Amount will be due and payable in 30
monthly installments of $18,835 each, commencing on February 1, 1998, with a
final payment of $60,000 due and payable upon the expiration of the
aforementioned 30-month payment period.
The terms of the Commitment provide that an additional $250,000 (the
"Second Advance Amount") will be made available to the Registrant under the
Commitment upon the successful closing of a private placement of the
Registrant's equity securities in the minimum amount of $1.5 million by
January 15, 1998. Pentech has agreed, however, to make available to the
Registrant the Second Advance Amount if the Registrant closes a private
placement of its equity securities in the minimum amount of $1.3 million by
January 30, 1998. In addition, the final $250,000 (the "Third Advance Amount")
will be made available to the Registrant under the Commitment upon the
successful closing of a second private placement of the Registrant's equity
securities in the minimum amount of $1.8 million by April 30, 1998.
Item 7. Financial Statements and Exhibits.
--------------------------------
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
10.1 Equipment Financing Agreement, dated as of December 31, 1997,
between Pentech Financial Services, Inc. and ChemTrak, Inc.
10.2 Equipment Financing Commitment, dated as of December 31, 1997,
from Pentech Financial Services, Inc. to ChemTrak, Inc.
-2-
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.
CHEMTRAK, INC.
Dated: January 14, 1998 By: /s/ Donald V. Fluken
-----------------------
Donald V. Fluken
Vice President, Secretary and
Chief Financial Officer
-3-