UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13A-16 AND L5D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(APRIL 8, 2002)
DIVERSINET CORP.
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(Name of Registrant)
2225 Sheppard Avenue East, Suite 1700, Toronto, Ontario M2J 5C2
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(Address of principal executive offices)
1. Material Change Report dated April 5, 2002
2. Confirmation of Mailing - dated April 2, 2002
Indicate by check mark whether the Registrant files or will file annual reports
under cover of Form 20-F or Form 40-F
Form 20-F X Form 40-F
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Indicate by check mark whether the Registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
YES NO XXX
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 6-K to be signed on its behalf by the
undersigned, thereunto duly authorized
DIVERSINET CORP. - SEC FILE NO.0-23304
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(REGISTRANT)
DATE: APRIL 8, 2002 BY: /s/ DAVID HACKETT
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DAVID HACKETT, CHIEF FINANCIAL OFFICER
SECURITIES ACT
MATERIAL CHANGE REPORT
ITEM 1 REPORTING ISSUER
Diversinet Corp.
2225 Sheppard Avenue East
Suite 1700
Toronto, Ontario
M2J 5C2
ITEM 2 DATE OF MATERIAL CHANGE
April 4, 2002
ITEM 3 PRESS RELEASE
A press release with respect to the material change described
herein was issued on April 4, 2002.
ITEM 4 SUMMARY OF MATERIAL CHANGE
Diversinet Corp. (the "Corporation") announced that it has
completed a private placement through Allen & Company
Incorporated ("Allen"), as underwriter, of 5,186,708 shares of
the Company's Common Stock (the "Shares") for gross proceeds of
US$3,112,022.
ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE
The Corporation announced that it has completed a private
placement through Allen as underwriter, of 5,186,708 units at a
price of US$0.60 per unit for gross proceeds of US$3,112,022.
Each unit is comprised of one (1) common share and three-quarters
(3/4) of one common share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant will entitle the holder thereof to
acquire one (1) common share at a price of US$0.72 per common
share for a period of up to three years from April 4, 2002. The
common shares and the common shares issuable upon exercise of the
Warrants may be re-sold in the public markets once a registration
statement has been declared effective by the U.S. Securities and
Exchange Commission.
The shares were purchased primarily by institutional investors,
and these funds will be used for working capital and general
operations.
Allen is entitled to receive a commission fee in the amount of
$140,000 and 100,000 warrants to purchase shares of the Company,
exercisable for a period of three years at a price of $0.72 per
Page 2
common share. Furthermore, Allen shall have the right, subject to
applicable law and regulations, to purchase up to 234,000 units
(the "Units") consisting of one Share and warrant (all on the
same terms as Subscribers purchasing in the Offering) such that
the number of Warrants associated with the Shares purchased by
Allen would equal up to 175,500 Warrants (with each of such
Warrants exercisable at price of $0.72 per share). The price of
each Unit shall be $0.60, and Allen shall have until April 30,
2002 to elect to purchase the Units, after which time the right
to purchase the 234,000 Units (and the associated 175,500
Warrants) shall cease.
ITEM 6 RELIANCE ON CONFIDENTIALITY PROVISIONS
Not applicable.
ITEM 7 OMITTED INFORMATION
Not applicable.
ITEM 8 SENIOR OFFICERS
For further information contact David Hackett, Chief Financial
Officer, at (416) 756-2324, Extension 275.
The foregoing accurately discloses the material change referred to herein.
DATED at Toronto, Ontario, this 5th day of April, 2002.
DIVERSINET CORP.
PER: "DAVID HACKETT
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DAVID HACKETT, CHIEF FINANCIAL OFFICER
COMPUTERSHARE
INVESTOR SERVICES
Computershare Trust Company of Canada
100 University Avenue
Toronto, Ontario
April 2, 2002 M5J 2Y1
Telephone 416-981-9500
To: British Columbia Securities Commission Facsimile 416-981-9800
Ontario Securities Commission www.computershare.com
The Canadian Venture Exchange - CDNX
The NASDAQ Stock Exchange CANADA
U.S. Securities & Exchange Commission Australia
Channel Islands
Hong Kong
Ireland
New Zealand
Philippines
South Africa
United Kingdom
USA
Dear Sirs:
Subject: DIVERSINET CORP.
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We confirm that the following English material was sent by pre-paid mail on
April 1, 2002 to all non-registered shareholders of the subject Corporation
whose names appear on the Corporations Supplemental Mailing List as defined in
the Canadian Securities Administrators National Policy Statement No. 41:
1. First Quarter Fiscal 2002 Results
In compliance with regulations made under the Securities Act, we are providing
this material to you in our capacity as agent for the subject Corporation.
Yours truly,
Signed
Michael Lee
Assistant Account Manager
Stock Transfer Services
(416) 263-9644
(416) 981-9800 Fax