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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): March 8, 2000
CARESIDE, INC.
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(Exact name of issuer as specified in charter)
DELAWARE 001-15051 23-2863507
(State or Other Jurisdiction Commission (I.R.S. Employer
of Incorporation or Organization) file number Identification Number)
6100 BRISTOL PARKWAY
CULVER CITY, CA 90230
(Address of principal executive offices)
(310) 338-6767
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
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Recent Private Placement
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On March 8, 2000 and March 30, 2000 Careside, Inc. (the "Company")
conducted two closings completing a private placement (the "Private Placement")
of 1,184,091 shares of common stock, par value $.01 per share ("Common Stock"),
at $8.77 per share to nine institutional investors, raising gross proceeds of
$10,384,478. The investors in the Private Placement also received contingent
warrants (the "Contingent Warrants") to purchase 142,091 shares of Common Stock
at $.01 per share if the closing price of the Common Stock on the American Stock
Exchange falls below $7.50 per share for 15 consecutive days during the period
from August 15, 2000 to November 15, 2000. The Contingent Warrants expire on
December 15, 2000.
In connection with the Private Placement, the Company issued to H.C.
Wainwright & Co., Inc.("Wainwright"), as placement agent, a warrant ("Placement
Agent Warrant") to purchase 101,305 shares of Common Stock at a purchase price
of $8.77 per share. Upon exercise of the Placement Agent Warrant, Wainwright is
also entitled to exercise a Contingent Warrant to purchase 12,156 shares of
Common Stock.
Certain additional information regarding the Private Placement is included
in the Company's press releases dated March 9, 2000 and April 6, 2000 which are
filed as exhibits hereto, and which information is hereby incorporated by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits.
99.1 Press release of March 9, 2000 relating to the initial closing of the
Private Placement.
99.2 Press release of April 6, 2000 relating to the final closing of the Private
Placement.
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SIGNATURE
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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.
CARESIDE, INC.
Date: April 19, 2000 By: /s/ W. Vickery Stoughton
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Name: W. Vickery Stoughton
Title: Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 Press release of March 9, 2000 relating to the initial closing of the
Private Placement.
99.2 Press release of April 6, 2000 relating to the final closing of the Private
Placement.
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Exhibit 99.1
Careside, Inc. Announces Completion of $8.4 Million Private Placement
CULVER CITY, Calif., March 9, 2000 -- Careside, Inc. (Amex: CSA)
today announced that it had completed the initial closing on a private placement
of common stock with five institutional investors. The transaction involved the
sale of 956,039 shares priced at a 20 percent discount to an average closing
price prior to the closing of the private placement. The proceeds to the
Company, net of placement fees and expenses, will be used primarily to expand
marketing for the Careside System and for working capital. The investors also
received a contingent warrant to purchase 12 percent of the number of shares
purchased. The contingent warrant will become exercisable if the fifteen-day
moving average closing price of Careside's common stock drops below $7.50 per
share during the period between August 15 and November 15, 2000. The contingent
warrants expire December 15, 2000.
Careside expects to continue the private placement of its common stock and
contingent warrants up to the offering maximum, currently $10 million.
None of the securities sold or to be sold in the private placement has been or
will be when issued registered under the Securities Act of 1933 and none may be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
Careside, Inc. is the developer of the Careside System, a proprietary in vitro
blood diagnostic system designed to provide superior patient care, safety, lower
costs, simplicity and savings and revenue opportunities for healthcare
providers. The Careside System will provide cost-effective, accurate test
results within 10 to 15 minutes at the point-of-care for a broad menu of routine
blood tests in five different test categories (chemistry, electrochemistry,
coagulation, immunochemistry and hematology).
Statements in this press release discuss future events and developments or state
other ``forward-looking'' information. Those statements are subject to known and
unknown risks, uncertainties and other factors that could cause the actual
results to differ materially from those presented in or suggested by the
release. The Company undertakes no obligation to update forward-looking
statements to reflect actual results, changes in assumptions or other factors
that could affect those statements.
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Exhibit 99.2
[Letterhead Logo]
6100 Bristol Parkway, Culver City, CA 90230
TEL (310) 338-6767 FAX (310) 338-6789
Contacts: Jim Koch, CFO
Careside, Inc.
310 338-6767
FOR IMMEDIATE RELEASE
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Careside, Inc. Announces Successful Completion of Private Placement
April 6, 2000, Culver City, Calif.--- CARESIDE, INC. (AMEX: CSA) today
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announced that it completed the final closing on its private placement of common
stock with two additional investors. This $2.0 million closing brings the total
amount raised to $10.4 million. The terms and securities in the final closing
were the same as for the initial closing. The proceeds to the Company, net of
placement fees and expenses, will be used primarily to expand marketing for the
Careside System and for working capital. One of the nation's oldest private,
independent investment banks, H.C. Wainwright & Co., Inc., headquartered in
Boston, assisted Careside in placing the offering.
Vick Stoughton, Careside's CEO and Chairman commented, "We are especially
pleased to have successfully completed this financing with experienced,
knowledgeable institutional investors. We believe that this financing helps to
balance our investor base, and that the involvement of institutions as long term
investors in Careside has positive implications for existing shareholders. We
view institutional participation as further validation of the Company's business
strategy and its prospects for success."
Careside, Inc. is the developer of the Careside System, a proprietary in
vitro blood diagnostic system designed to provide superior patient care, safety,
lower costs, simplicity and savings and revenue opportunities for healthcare
providers. The Careside System is designed to provide cost-effective, accurate
test results within 10 to 15 minutes at the point-of-care for a broad menu of
routine blood tests in five different test categories (chemistry,
electrochemistry, coagulation, immunochemistry and hematology).
Statements in this press release discuss future events and developments or state
other "forward-looking" information. Those statements are subject to known and
unknown risks, uncertainties and other factors that could cause the actual
results to differ materially from those presented in or suggested by the
release. The Company undertakes no obligation to update forward-looking
statements to reflect actual results, changes in assumptions or other factors
that could affect those statements.
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