FIBERCHEM INC
10-C, 1996-06-19
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-C

Report by issuer of securities quoted on The Nasdaq Stock Market-SM-, 
filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 
1934 and Rule 13a-17 or 15d-17 thereunder.

                        Commission file number 0-17569

                                 FIBERCHEM, INC.
                  (Exact Name of Issuer as specified in Charter)


           Delaware                                            84-1063897
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

               1181 Grier Drive, Suite B, Las Vegas, Nevada 89119
                  (Address of principal executive offices)


                                (702) 361-9873
                        (Issuer's telephone number)

I.   CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate any change (increase or decrease) of five percent or more in 
     the number of shares outstanding:

     1.  Title of security Common Stock, $0.0001 par value

     2.  Number of shares outstanding before the change 21,097,492

     3.  Number of shares outstanding after the change 24,681,242

     4.  Effective date of change May 31, 1996

     5.  Method of change Private Placement of Additional Issuance of Common 
         Stock, exercise of options and conversion of notes

     Give brief description of transaction: Private placement of 3,333,333 
Units in reliance upon an exemption from the registration requirements of the 
Securities Act of 1933, as amended, pursuant to Regulation S. Each Unit 
consists of one share of common stock plus a warrant exercisable at $1.00 for 
one share of common stock. Each unit was priced at $0.90. Also included in 
the increase of shares are 417 shares from the exercise of options to 
purchase common stock and 250,000 shares from the conversion of 8% senior 
convertible notes.

II.  CHANGE IN NAME OF ISSUER  N/A


June 18, 1996    /s/ Melvin W. Pelley, Secretary and Chief Financial Officer
- -------------        -------------------------------------------------------
DATE                 OFFICER'S SIGNATURE AND TITLE




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