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UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(Amendment No. 3)*
BIGMAR, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
089893 10 1
(CUSIP Number)
CYNTHIA R. MAY
JERICHO II, LLC
13260 SPENCER ROAD
HEMLOCK, MICHIGAN 48626
(517) 797-5502
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
FEBRUARY 15, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 pages)
_______________________
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 089893 10 1 PAGE OF PAGES
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JERICHO II, LLC IRS IDENTIFICATION NO. 38-3328404
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
Not Applicable
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Michigan
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SOLE VOTING POWER
7
NUMBER OF 6,423,539
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 6,423,539
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
6,423,539
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
67.4%
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TYPE OF REPORTING PERSON*
14
00
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP NO. 089893 10 1 PAGE OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CYNTHIA R. MAY
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Not Applicable (b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 6,607,805
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
6,607,805
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
6,607,805
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
69.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
3
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to shares of common
stock, par value $.001 per share ("Common Stock") of Bigmar, Inc. ("Bigmar" or
the "Issuer"), a Delaware corporation. The principal executive offices of the
Issuer are located at 9711 Sportsman Club Road, Johnstown, Ohio 43031.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) and (f) This statement is being filed by Jericho II LLC
("Jericho"), a Michigan limited liability company and Cynthia R. May, a member
of Jericho.
The principal executive offices of Jericho are located at 13260 Spencer Road,
Hemlock, Michigan 48626. Jericho is a private company engaged in investing the
funds of its principals in equity and debt securities. The name, principal
occupation, business address and citizenship of each of the members of Jericho
is set forth on Schedule I hereto.
Ms. May is a director of Saginaw Control & Engineers; her business address is
95 Midland Road, Saginaw, Michigan 48603. Ms. May is a citizen of the United
States. Ms. May has the sole power to manage and trade, and otherwise buy,
sell, assign, and endorse for transfer the shares of Bigmar held by and issuable
to Jericho. In addition, Ms. May is also a member of GRQ, LLC ("GRQ"), a
Michigan limited liability company and has the sole power to manage and trade,
and otherwise buy, sell, assign, and endorse for transfer shares of Bigmar held
by GRQ.
(d) and (e) During the last five years, neither Ms. May, Jericho nor, to the
best of Jericho's knowledge, any of the individuals named in Schedule I hereto,
has been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As more fully described in Item 4 below, Jericho holds a currently exercisable
Common Stock Warrant and a currently exercisable Preferred Stock Warrant (each
as defined below and collectively, the "Warrants"), representing the right to
purchase up to an aggregate of 1,500,000 shares of newly issued Bigmar Common
Stock. Jericho used working capital to acquire the Common Stock Warrant and
received the Preferred Stock Warrant in exchange for guaranteeing certain
obligations of Bigmar. Should Jericho purchase Bigmar Common Stock or Preferred
Stock pursuant to the Warrants, Jericho expects that it would finance such
purchase from various sources, including cash on hand or the liquidation of
securities held by Jericho.
Pursuant to the terms of the Stock Purchase Agreement dated October 20, 1998,
Jericho acquired 3,692,308 shares of Bigmar Common Stock for a total
consideration of $6,000,000. The purchase was financed using working capital.
On various dates from August 12, 1998 to October 6, 1998, GRQ purchased, for
$34,081.26, an aggregate of 17,600 shares of Common Stock of Bigmar in open-
market purchases using its
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working capital. On February 15, 1999, GRQ purchased, for $500,000, 166,666
shares of Common Stock of Bigmar pursuant to a Stock Purchase Agreement dated
February 15, 1999. The purchase was financed using GRQ's working capital.
Pursuant to the terms of the Debt Repayment Agreement dated November 20, 1998,
on January 11, 1999, 1,231,231 shares of Bigmar Common Stock were transferred to
Jericho from John Tramontana in satisfaction of a $2,536,335.65 (principal plus
accrued interest) debt incurred by a third-party.
ITEM 4. PURPOSE OF TRANSACTION
COMMON STOCK WARRANT. On October 23, 1997, Protyde Pharmaceuticals, Inc.
("Protyde"), a Delaware corporation, sold to Jericho a Warrant to purchase
500,000 shares of Common Stock of Bigmar (the "Common Stock Warrant") in
exchange for a payment of $10,000 by Jericho to Protyde. The Common Stock
Warrant has an exercise price of $5.00 per share and expires on July 24, 2002.
The Common Stock Warrant is filed as Exhibit 1 hereto.
PREFERRED STOCK WARRANT. Jericho received a warrant to purchase 1,000,000
shares of Bigmar's Series A Convertible Preferred Stock ("Preferred Stock") on
May 28, 1998 (the "Preferred Stock Warrant"), as consideration for the execution
and delivery of a guaranty by Jericho of Bigmar's obligations to a commercial
bank in the amount of up to $6,000,000. The Preferred Stock Warrant has a term
of ten years and is currently exercisable at the price of $2.5625 per share.
The Preferred Stock is convertible to Common Stock on a one-to-one basis. The
conversion rate of the Preferred Stock will adjust for stock splits, dividends,
combinations and similar events as well as an anti-dilution adjustment for
issuances below $2.5625. The Preferred Stock votes together with the Common
Stock and outstanding shares of Preferred Stock carry a vote equal to five times
the number of shares of Common Stock into which the Preferred Stock is then
convertible. The Preferred Stock has a liquidation preference equal to $2.5625
per share. The Preferred Stock Warrants include a net exercise clause which
permits the holder to convert the Preferred Stock Warrants into a number of
shares of Common Stock having a fair market value equal to the spread between
the exercise price and then fair market value of the Bigmar Common Stock. The
Preferred Stock Warrant also provides that shares of Common Stock issued on
conversion of the Preferred Stock are entitled to certain piggyback registration
rights. The Preferred Stock Warrant is filed as Exhibit 2 hereto. The
Certificate of Designation, Preferences and Rights of the Preferred Stock is
filed as Exhibit 3 hereto.
The foregoing summary of the contents of the Warrants is qualified in its
entirety by reference to the exhibits hereto.
COMMON STOCK PURCHASE BY JERICHO: Pursuant to a Stock Purchase Agreement dated
October 20, 1998 (the "Jericho Stock Purchase Agreement") Jericho purchased, for
investment purposes, 3,692,308 shares of Bigmar common stock for a total
purchase price of $6,000,000. The Jericho Stock Purchase Agreement is attached
as Exhibit 4 hereto.
COMMON STOCK PURCHASES BY GRQ: On various dates from August 12, 1998 to October
6, 1998 GRQ purchased, for investment purposes, an aggregate of 17,600 shares of
Common Stock of Bigmar in open-market transactions for $34,081.26.
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On February 15, 1999, GRQ purchased, for investment purposes, 166,666 shares of
Common Stock of Bigmar pursuant to a Stock Purchase Agreement for $500,000. (the
"GRQ Stock Purchase Agreement"). The GRQ Stock Purchase Agreement is attached
as Exhibit 6 hereto.
COMMON STOCK ACQUISITION BY JERICHO. Pursuant to the Debt Repayment Agreement
dated
November 20, 1998, on January 11, 1999, 1,231,231 shares of Bigmar Common Stock
were transferred to Jericho by John Tramontana in satisfaction of a
$2,536,335.65 (principal plus accrued interest) debt payable to Jericho by a
third-party which Mr. Tramontana agreed to satisfy. The Debt Repayment
Agreement is attached as Exhibit 5 hereto.
Except as set forth in this Item 4, neither Ms. May, Jericho nor, to the best
of Jericho's knowledge, any of the individuals named in Schedule I hereto, has
any plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) Jericho owns beneficially 6,423,539 shares of Bigmar Common Stock.
These shares include (i) a Common Stock Warrant for the purchase of 500,000
shares at a price of $5.00 per share, (ii) a Preferred Stock Warrant for the
purchase of 1,000,000 shares at a price of $2.5625 per share, and (iii)
4,923,539 shares of Common Stock. In the aggregate, assuming exercise of the
Warrants, Jericho may thus be deemed the beneficial owner of approximately 67.4%
of the aggregate of (i) the 8,027,308 shares of Bigmar Common Stock outstanding
on November 9, 1998 (as reported on Bigmar's Quarterly Report on Form 10-Q for
the quarterly period ending September 30, 1998) plus (ii) the 1,500,000 shares
issuable on exercise of the Warrants.
Cynthia May, owns beneficially 6,607,805 shares of Bigmar Common Stock. These
shares include, (i) 4,923,539 shares of Bigmar Common Stock held of record by
Jericho, over which Ms. May has sole investment and dispositive power, (ii) the
Common Stock Warrant held by Jericho for the purchase of 500,000 shares of
Bigmar Common Stock, (iii) the Preferred Stock Warrant held by Jericho for the
purchase of 1,000,000 shares of Bigmar Preferred Stock, and (iv) 184,266 shares
of Bigmar Common Stock held of record by GRQ, over which Ms. May has sole
investment and dispositive power. In the aggregate, assuming exercise of the
Warrants by Jericho, Ms. May would thus be deemed the beneficial owner of
approximately 69.4% of (i) the 8,027,308 shares of Bigmar Common Stock
outstanding on November 9, 1998 (as reported on Bigmar's Quarterly Report on
Form 10-Q for the quarterly period ending September 30, 1998) plus (ii) the
1,500,000 shares issuable on exercise of the Warrants.
. Based on a form 13G filed with the SEC by John Tramontana on February 10,
1999, Mr. Tramontana, a member of Jericho and the President and Chief Executive
Officer of Bigmar was the beneficial owner of 1,285,800 shares of Bigmar Common
Stock (which includes 250,000 shares issuable upon exercise of options). The
Reporting Persons have not sought to independently verify Mr. Tramontana's
holdings.
Except as set forth above, neither Cynthia May, Jericho nor, to the best of
Jericho's knowledge, any of the individuals named in Schedule I hereto, is the
beneficial owner of Bigmar Common Stock.
6
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(c) Pursuant to the Debt Repayment Agreement dated November 20, 1998, on
January 11, 1999 Jericho received 1,231,231, shares of Bigmar Common Stock from
John Tramontana in satisfaction of a third-party debt totaling $2,536,335.65
(principal plus accrued interest).
Except as set forth above, neither Cynthia May, Jericho nor, to the best of
Jericho's knowledge, any of the individuals named in Schedule I hereto, has
effected any transaction in Bigmar Common Stock during the past 60 days.
(d) As an indirect beneficial owner, Cynthia May shares the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Bigmar Common Stock with the record owner of the
share s.
No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Bigmar Common Stock issuable on exercise of the Warrants or owned by
Jericho.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as provided in the Warrants and the Certificate of Designation,
Preferences and Rights of the Preferred Stock, Stock Purchase Agreement, Debt
Repayment Agreement, or as set forth herein, neither Ms. May, Jericho nor, to
the best of Jericho's knowledge, any of the individuals named in Schedule I
hereto, has any contracts, arrangements, understandings or relationships (legal
or otherwise) with any person with respect to any securities of Bigmar,
including, but not limited to, transfer or voting of any securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Common Stock Purchase Warrants issued by Bigmar, Inc. to
Jericho II LLC dated October 23, 1997. Filed as Exhibit 1 to
Schedule 13-D filed July 8, 1998, and incorporated herein by
reference.
Exhibit 2 - Series A Convertible Preferred Stock Purchase Warrant issued
by Bigmar, Inc. to Jericho II, LLC dated May 28, 1998. Filed
as Exhibit 2 to Schedule 13-D filed July 8, 1998, and
incorporated herein by reference.
Exhibit 3 - Certificate of Designation, Preferences and Rights of Series
A Convertible Preferred Stock of Bigmar, Inc., as filed with
the Secretary of State of Delaware, June 5, 1998. Filed as
Exhibit 3 to Schedule 13-D filed July 8, 1998, and
incorporated herein by reference.
Exhibit 4 - Stock Purchase Agreement dated October 20, 1998. Filed as
Exhibit 4 to Amendment 1 to Schedule 13-D filed October 26,
1998, and incorporated herein by reference.
7
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Exhibit 5 - Debt Repayment Agreement dated November 20, 1998. Filed as
Exhibit 5 to Amendment 2 to Schedule 13-D filed January 26,
1999 and incorporated herein by reference.
Exhibit 6 - Stock Purchase Agreement dated February 15, 1999. Filed
herewith.
8
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SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
JERICHO II, LLC
Date: March 5, 1999 By: /s/Cynthia R. May
-----------------
Cynthia R. May
Title: Member
CYNTHIA R. MAY
/s/Cynthia R. May
-----------------
9
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF JERICHO II LLC
-----------------
The name, present principal occupation or employment, and business address of
each of the members of Jericho II, LLC ("Jericho") is set forth below. Each
individual listed below is a citizen of the United States.
Members
- -------
Cynthia R. May
Director, Saginaw Control & Engineers
95 Midland Road
Saginaw, MI 48603
Harold Baldauf
Director, Saginaw Control & Engineers
95 Midland Road
Saginaw, MI 48603
John Tramontana
Chairman, Bigmar, Inc.
via Cadepiano 24
CH-6917 Barbengo
SWITZERLAND
10
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EXHIBIT INDEX
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Exhibit Description
- ------- -----------
Exhibit 1 - Common Stock Purchase Warrants issued by Bigmar, Inc. to
Jericho II LLC dated October 23, 1997. Filed as Exhibit 1 to
Schedule 13-D filed July 8, 1998, and incorporated herein by
reference.
Exhibit 2 - Series A Convertible Preferred Stock Purchase Warrant issued
by Bigmar, Inc. to Jericho II, LLC dated May 28, 1998. Filed
as Exhibit 2 to Schedule 13-D filed July 8, 1998, and
incorporated herein by reference.
Exhibit 3 - Certificate of Designation, Preferences and Rights of
Bigmar, Inc. relating to the Series A Convertible Preferred
Stock, as filed with the Secretary of State of Delaware,
June 5, 1998. Filed as Exhibit 3 to Schedule 13-D filed July
8, 1998, and incorporated herein by reference.
Exhibit 4 - Stock Purchase Agreement dated October 20, 1998. Filed as
Exhibit 4 to Amendment 1 to Schedule 13-D filed October 26,
1998, and incorporated herein by reference.
Exhibit 5 - Debt Repayment Agreement dated November 20, 1998. Filed as
Exhibit 5 to Amendment 2 to Schedule 13-D filed January 26,
1999, and incorporated herein by reference.
Exhibit 6 - Stock Purchase Agreement dated February 15, 1999. Filed
herewith.
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EXHIBIT 6
Conformed Copy
BIGMAR Pharmaceuticals
9711 Sportsman Club Road
Johnstown, OH 43031-9141
Tel. 740-966-5600
Fax: 740-966-5601
Date: 2/15/99
GRQ, L.L.C.
95 Midland Road
Saginaw, MI 48603
Re: Sale of 166,666 shares of Bigmar, Inc. Common Stock at US$ 3.00 per share
Gentlemen:
This letter is to confirm that subject to approval of its Board of
Directors Bigmar, Inc. (the "Company") has agreed to sell and GRQ, L.L.C. (the
"Purchaser") has subscribed for and agreed to purchase the above-referenced
common stock (the "Stock") for total consideration to the Company of US$
500,000.00 (the "Purchase Price"). The price per share agreed to hereunder is
subject to the Purchaser's wiring the amount of the Purchase Price (and
providing written evidence thereof to the Company) no later than 5:00 p.m. New
York Time, Monday, February 22, 1999.
The Purchaser hereby agrees to direct that the Purchase Price be delivered,
by wire transfer, to Bricker & Eckler LLP as attorneys for the Company. The
Instructions for such transfers are as follows:
Account Name: Bricker & Eckler Trust Account
Account Number: 840875168
Routing Number: 041000124
Bank Name: National City Bank
Bank Address: 155 E. Broad Street
Columbus, Ohio 43215
After receipt of such funds Bricker and Eckler shall disburse such funds
immediately upon receipt of, and pursuant to, a letter of Instructions from the
Company, provided however, that no funds will be disbursed to or on behalf of
the Company until (a) Bricker & Eckler has received the stock certificate(s)
issued in the name of the Purchaser, (b) it has sent a facsimile of the
certificate(s) to the Purchaser, and (c) it has sent the certificate(s) to the
Purchaser via overnight delivery.
Purchaser acknowledges that it is acquiring the Stock in a negotiated
transaction not involving a public offering, and further represents, warrants
and agrees as follows:
1. The Stock has not been registered under the Securities Act of 1933 (the
"Act") or any other applicable securities laws, and is being issued in reliance
upon exemptions from the registration and prospectus delivery requirements of
the Act.
<PAGE>
EXHIBIT 6
Conformed Copy
2. Purchaser is an "accredited investor" as defined in Regulation D under
the Act.
3. Purchaser has received and reviewed copies of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997 and all filings
under the Securities and Exchange Act of 1934 subsequent to such Annual Report,
and has been given the opportunity to discuss the financial condition and
operations of the Company with officers of the Company.
4. Purchaser understands the Company will make notation in its share
records and advise its transfer agent of the restrictions on transferability of
the Stock, and that the share certificate(s) evidencing the Stock will bear a
legend substantially as follows:
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ( THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR SIMILAR RULE UNDER THE
SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION
OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE
ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS
AVAILABLE.
The Company agrees that it will use its best effort to register the Stock
for resale under the Act by filing a registration statement under Form S-3 (or
other appropriate form) on or before December 15, 1999, in accordance with
customary terms and conditions.
The Purchaser hereby represents, warrants and agrees that the Purchaser is
an institutional investor and that the purchase of Stock is a privately
negotiated transaction, with the price of the Stock having been established in
accordance with the laws of the State of Ohio. This Agreement may be signed in
counterparts.
Sincerely,
Bigmar, Inc.
/s/ John Tramontana
- -------------------
Designated Officer
Agreed to by:
/s/ Cynthia R. May
- ------------------
Member
