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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported):
October 28, 1997
Biofield Corp.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-27848 13-3703450
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number)
incorporation)
1225 Northmeadow Parkway, Suite 120, Roswell, Georgia 30076
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including
area code: (770) 740-8180
Not Applicable
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(Former Address, if changed since last report)
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Item 5. Other Events.
Attached hereto as Exhibit 99.1 is a copy of a press release
dated October 28, 1997 announcing that Biofield Corp. is
planning a private placement of Common Stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release issued by Biofield Corp. on
October 28, 1997.
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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.
Biofield Corp.
Date: October 31, 1997 By: /s/ TIMOTHY G. ROCHE
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Name: Timothy G. Roche
Title: Vice President, Finance
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EXHIBIT 99.1
[BIOFIELD LETTERHEAD]
Contact: D. Carl Long Tony DeMartino
President and Chief Executive Officer Claudia D'Avanzo
(770) 740-8180 Fleishman-Hillard
(404) 659-4446
BIOFIELD CORP. PLANNING PRIVATE PLACEMENT
OF COMMON STOCK
ATLANTA, GA - October 28, 1997 - Biofield Corp. (NASDAQ: BZET) today
announced that it is considering issuing shares of Common Stock in a private
placement (the "Offering") intended to yield gross proceeds to the Company of $7
million to $15 million. The Common Stock offered will not be registered under
the Securities Act of 1933, as amended (the "Securities Act") and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The Offering is being made only to
accredited investors in reliance upon an exemption under the Securities Act.
Following the closing of the Offering, the Company intends to file a
registration statement on Form S-3 covering resales of such shares of Common
Stock issued pursuant to the Offering.
Concurrent with, and subject to the completion of the Offering, the
Company plans to exchange certain outstanding warrants issued in connection with
the Company's 1995 private placement of securities units. In the aggregate,
warrants to purchase up to 1,785,994 shares of Common Stock will be exchangeable
for up to an aggregate of 730,651 shares of Common Stock.
Certain affiliates of The Goldman Sachs Group, L.P. ( the "GS Parties")
hold an aggregate of 1,089,329 of such warrants, which will be exchangeable for
approximately 455,000 shares of Common Stock if the warrant exchange is
consummated. In connection with the warrant exchange, the GS Parties have
committed to invest between $1 million and $2 million in the Offering based upon
the aggregate amount invested in the Offering by other investors.
The net proceeds from the Offering will be used for funding clinical
trials, research and development, manufacturing, European sales and marketing
and general corporate purposes.
Biofield Corp. is a medical technology company specializing in the
development of non-invasive methods for diagnosing and screening epithelial
cancers, including breast cancer. The Company is based in Atlanta.
Note: This press release contains "forward looking statements" which
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Investors are
cautioned that all forward looking statements involve known
and unknown risks, uncertainties, including, without
limitation to: the company's limited operating history and
anticipated future losses, uncertainties and other factors
which may cause actual results, performance or achievements of
the company to be materially different from any future
results, performance or achievements expressed or implied by
such forward looking statements. Factors that might cause such
differences include risks and uncertainties related to the
company's future profitability and ability to meet its capital
needs, product development, FDA approval, government
regulation, competition, market acceptance and other factors
discussed under the heading, "Cautionary Statements Regarding
Forward- Looking Statements" in the company's Annual Report on
form 10-K for the year ended December 31, 1996, and other
reports filed with the Securities and Exchange Commission.
B I O F I E L D C O R P .
1225 Northmeadow Parkway / Suite 120 / Roswell, Georgia 30076
Tel 770 / 740-8180 / Fax 770 / 740-9366
