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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED): JUNE 11, 1999
ENERGY BIOSYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-21130 04-3078857
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
4200 RESEARCH FOREST DRIVE
THE WOODLANDS, TEXAS 77381
(Address of principal
executive offices
and zip code)
(281)364-6100
(Registrant's telephone
number, including area code)
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ITEM 5. OTHER EVENTS
On June 11, 1999, Energy BioSystems Corporation (the "Company")
completed a closing of a private placement of Common Stock. The Company sold
an aggregate of 3,795,331 shares in the private placement and issued three
year warrants (the "Warrants") to purchase 317,919 shares of Common Stock at
a purchase price of $2.40 per share. A total of 1,589,597 shares were sold
at a price of $2.00 per share with the Warrants to purchase Common Stock and
2,205,734 shares were sold at a price of $1.80 per share without the
Warrants.
On June 22, 1999 the Company completed a second closing of the private
placement of Common Stock. The Company sold an aggregate of 419,489 shares
in the second closing of the private placement and issued Warrants to
purchase 5,000 shares of Common Stock at a purchase price of $2.40 per share.
A total of 25,000 shares were sold at a price of $2.00 per share with the
Warrants to purchase Common Stock and 394,489 shares were sold at a price of
$1.80 per share without the Warrants.
The Company raised approximately $7.9 million ($7.6 million net of
placement fees and expenses). The Company intends to use the net proceeds of
the private placement for general corporate purposes.
SAMCO Capital Markets, Inc. ("SAMCO") served as the placement agent for
the private placement. In consideration for such services, the Company paid
SAMCO placement fees of $306,229.79 and issued warrants to SAMCO exercisable
for 323,704 shares of Common Stock at an exercise price of $2.40 per share.
The private placement was not registered under the Securities Act of
1933, as amended (the "Securities Act"), and was made in reliance on Section
4(2) of the Securities Act and Rule 506 of Regulation D. The purchasers in
the private placement consisted of Qualified Institutional Buyers and other
accredited investors.
The Company has agreed to file a registration statement registering the
shares sold in the offering and the shares issuable upon exercise of the
Warrants sold in the offering within 60 days of the closing.
On June 15, 1999, the Company issued a press release which announced the
closing of the private placement of 3,795,331 shares of Common Stock and
317,919 Warrants to purchase Common Stock. The press release is filed as an
exhibit to this Current Report on Form 8-K pursuant to Rule 135c under the
Securities Act of 1933, as amended.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
As a result of this financing, the Company's unaudited May 31, 1999
actual and proforma balance sheets and unaudited consolidated statements of
income (loss) for the five months ended May 31, 1999 are as follows:
BALANCE SHEET
Proforma
May 31, 1999 May 31, 1999
(unaudited) (unaudited)
Assets:
Current Assets $1,331,038 $ 8,934,404
Long Term Assets 2,614,027 2,614,027
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Total Assets $3,945,065 $ 11,548,431
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Liabilities & Stockholders'
Equity:
Current Liabilities $ 802,149 $ 802,149
Stockholders' Equity 3,142,916 10,746,282
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Total Liabilities & $3,945,065 $ 11,548,431
Stockholders' Equity ---------- ------------
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CONSOLIDATED STATEMENT OF INCOME (LOSS)
Five Months Ending
May 31, 1999
(unaudited)
Revenue:
Sponsored Research Income $ 1,024,936
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Total Revenue $ 1,024,936
Cost of Products Sold 0
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Gross Profit $ 1,024,936
Expenses:
Personnel Costs $ 1,647,243
Indirect Costs $ 432,831
Direct Costs $ 574,763
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Total Expenses $ 2,654,837
Other Expenses $ 363,854
Other Income $ (25,027)
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Miscellaneous (Income) Expense $ 338,827
Net Profit (Loss) $(1,968,728)
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Exhibit No. Description
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4.1 -- Form of Subscription Agreement
99.1 -- Press Release
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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 hereunto duly authorized.
ENERGY BIOSYSTEMS CORPORATION
Date: July 8, 1999
By: /s/ Paul G. Brown, III
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Paul G. Brown, III
Vice President, Finance and
Administration and Chief Financial Officer
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