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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 EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 14, 2000
BIOSHIELD TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 0-24913 58-2181628
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4405 INTERNATIONAL BLVD.
SUITE B-109, NORCROSS, GEORGIA 30093
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 925-3432
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
On June 14, 2000, the Company completed a financing with private
investors in which the Company issued $10 million principal amount of Series B
Convertible Preferred Stock (the "Series B Preferred"), and entered into a
equity financing agreement (the "Equity Line Agreement") under which the Company
may cause the investor to purchase up to $50 million of the Company's common
stock.
The Series B Preferred is convertible into common stock until June 14,
2003, at the option of the holder, at a conversion price equal to the "market
conversion price," but the conversion price will not exceed $19.70. The market
conversion price is defined to mean 90% of the average of the closing bid and
ask prices of the Company's Common Stock during any three trading days during
the ten consecutive trading days immediately prior to the conversion date. The
Series B Preferred is redeemable at the Company's option beginning on the
earlier to occur of ninety days following the issue date or the date that the
Series B Registration Statement (as herein defined) becomes effective with the
SEC at a price of 125% of its principal amount. In connection with the issuance
of the Series B Preferred, we issued warrants (the "Series B Warrants") to the
investor to purchase an aggregate of 79,281 shares of common stock at the option
of the holder until June 14, 2005, at an exercise price of $18.92 per share,
subject to adjustment under certain circumstances. Under the terms of the
private placement agreements governing the issuance of the Series B Preferred,
we are required to file a registration statement (the Series B Registration
Statement") with the Securities and Exchange Commission (the "SEC") to register
for resale up to 1,500,000 shares of common stock issuable upon conversion of
the Series B Preferred Stock and the Series B Warrants.
Pursuant to the Equity Line Agreement, we are required to file a
registration statement with the SEC (the "Equity Line Registration Statement")
covering 6,666,667 shares of common stock. The investor has agreed to purchase
our common stock during the 24-month period commencing on the date of
effectiveness of the Equity Line Registration Statement in accordance with the
Equity Line Agreement. From time to time during the term of the Equity Line
Agreement, but no more frequently than once every 15 trading days, we can
require the investor to purchase our common stock in a minimum amount of
$250,000 and a maximum of the lesser of $5,000,000 or 150% of the average daily
trading volume for the prior twenty trading days, until all the purchases total
$50,000,000. The purchase price for each share will equal 90% of the average of
the closing bid and ask prices of the Company's Common Stock during any three
trading days during the ten consecutive trading days immediately prior to the
closing of such purchase. The investor's obligation to purchase shares of our
common stock is subject to a number of conditions, including requirements
relating to minimum volume and bid price of our common stock. In connection with
the Equity Line Agreement, we issued warrants to the investor to purchase an
aggregate of 250,000 shares of common stock at the option of the holder until
June 14, 2005, at an exercise price of $18.92 per share, subject to adjustment
under certain circumstances.
The investors in the Series B Preferred and under the Equity Line
Agreement are subject to certain volume restrictions regarding the resale of
the Company's common stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
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10.86 Securities Purchase Agreement dated as of June 14, 2000, by and among
BioShield Technologies, Inc., and Wilson LLC
10.87 Registration Rights Agreement dated as of June 14, 2000, by and among
BioShield Technologies, Inc., and Wilson LLC
10.88 Placement Agency Agreement dated as of June 14, 2000, by and among
BioShield Technologies, Inc., and J.P. Carey Securities, Inc.
10.89 Warrant Agreement dated as of June 14, 2000, by and among BioShield
Technologies, Inc., and Wilson LLC
10.90 Letter Agreement dated as of June 14, 2000, by and among BioShield
Technologies, Inc., Wilson LLC and Jackson LLC
10.91 Officer's Certificate of BioShield Technologies, Inc. dated as of June
14, 2000
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10.92 Transfer Agent Instructions
10.93 Articles of Amendment to the Articles of Incorporation of BioShield
Technologies, Inc.
10.94 Private Equity Credit Agreement dated as of June 14, 2000, by and among
BioShield Technologies, Inc., and Jackson LLC
10.95 Registration Rights Agreement dated as of June 14, 2000, by and among
BioShield Technologies, Inc., and Jackson LLC
10.96 Second Amendment dated as of June 14, 2000 to Private Equity Credit
Agreement by and among BioShield Technologies, Inc., and Jackson LLC
10.97 Transfer Agent Instructions
10.98 Warrant Agreement dated as of June 14, 2000, by and among BioShield
Technologies, Inc., and Jackson LLC
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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.
BIOSHIELD TECHNOLOGIES, INC.
(Registrant)
Date: June 28, 2000 /s/ Timothy C. Moses
TIMOTHY C. MOSES
President and Chief Executive Officer
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Exhibit Index
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Exhibit Description
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10.86 Securities Purchase Agreement dated as of June 14, 2000, by and among
BioShield Technologies, Inc., and Wilson LLC
10.87 Registration Rights Agreement dated as of June 14, 2000, by and among
BioShield Technologies, Inc., and Wilson LLC
10.88 Placement Agency Agreement dated as of June 14, 2000, by and among
BioShield Technologies, Inc., and J.P.Carey Securities, Inc.
10.89 Warrant Agreement dated as of June 14, 2000, by and among BioShield
Technologies, Inc., and Wilson LLC
10.90 Letter Agreement dated as of June 14, 2000, by and among BioShield
Technologies, Inc., Wilson LLC and Jackson LLC
10.91 Officer's Certificate of BioShield Technologies, Inc. dated as of June
14, 2000
10.92 Transfer Agent Instructions
10.93 Articles of Amendment to the Articles of Incorporation of BioShield
Technologies, Inc.
10.94 Private Equity Credit Agreement dated as of June 14, 2000, by and among
BioShield Technologies, Inc., and Jackson LLC
10.95 Registration Rights Agreement dated as of June 14, 2000, by and among
BioShield Technologies, Inc., and Jackson LLC
10.96 Second Amendment dated as of June 14, 2000 to Private Equity Credit
Agreement by and among BioShield Technologies, Inc., and Jackson LLC
10.97 Transfer Agent Instructions
10.98 Warrant Agreement dated as of June 14, 2000, by and among BioShield
Technologies, Inc., and Jackson LLC
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