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SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
AMENDMENT NO. 1
TO
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e) (1) of the Securities Exchange
Act of 1934)
FiberChem, Inc.
(Name of Issuer)
FiberChem, Inc.
(Name of Person(s) filing Statement)
Class D Common Stock Purchase Warrants
(Title of Class of Securities)
Class D Common Stock Purchase Warrants - 315633-164
(CUSIP Number of Class of Securities)
Geoffrey F. Hewitt, President
FiberChem, Inc.
1181 Grier Drive, Suite B
Las Vegas, Nevada 89119
(702) 361-9873
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on behalf of the Person(s) Filing Statement)
With copies to:
Elliot H. Lutzker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, New York 10158
(212) 687-3860
April 17, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
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Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
$2,198,189 (1) $ 439.64
Check box if any part of the fee is offset as provided by Rule 0-11
(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount Previously Paid Filing party:
Form or registration nos. Date filed:
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(1) This transaction is valued based on 1,998,354 Warrants exercisable at $1.10
per share.
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This statement relates to an offer by FiberChem, Inc., a Delaware
corporation (the "Issuer" or the "Company"), upon terms and conditions
approved by the Board of Directors on April 3, 1997 as amended (the "Board
Resolutions"), to temporarily reduce the exercise price (the "Warrant
Exercise Price") of the Company's outstanding Class D Common Stock Purchase
Warrants (the "Class D Warrants"), until May 16, 1997. Each Warrant entitles
the registered holders thereof upon exercise to purchase one share of Common
Stock, par value $.0001, per Warrant, or an aggregate of 1,998,354 shares.
The Exercise Price of the Class D Warrants, exercisable at $1.10 per share,
has been decreased to $.30 through May 16, 1997, when the price reverts to
the current exercise price of $1.10 per share. The registration fee for this
statement is based on the possible issuance of an aggregate of 1,998,354
shares of Common Stock at an exercise price of $1.10 per share.
Item 1. Security and Issuer.
(a) The name of the Company is FiberChem, Inc. The address of its
principal executive office is 1181 Grier Drive, Suite B, Las Vegas,
Nevada 89119.
(b) The securities being sought are any and all of the Company's Class D
Warrants, to be exercised at a reduced price until May 16, 1997.
There are 1,998,354 Class D Warrants presently outstanding.
Information with respect to the exact amount of securities being
sought and the consideration being offered therefor is incorporated by
reference to the Board Resolutions. Officers, Directors and
affiliates of the Company own in the aggregate 1,219,708 Class D
Warrants.
(c) There is currently no established trading market for the Class D
Warrants.
(d) Not applicable; the Issuer is filing this statement.
Item 2. Source and Amount of Funds or Other Compensation.
No funds or other consideration are being offered by the Company for the
exercise of the Class D Warrants.
Item 3. Purpose of Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
Information concerning the purpose of the subject tender offer and the
planned disposition of the securities is incorporated herein by reference to the
Board Resolutions. There are no present plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
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(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer including, but not limited to, any plans or proposals to change
the number or the terms of directors, to fill any existing vacancy on
the board or to change any material term of the employment contract of
any executive officer;
(e) Any material change in the present dividend rate or policy, or
indebtedness or capitalization of the issuer;
(f) Any other material change in the issuer's corporate structure or
business, including, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote would be required by Section 13 of
the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of equity security of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity security of the issuer becoming eligible for
termination of registration pursuant to Section 12(g) (4) of the Act;
or
(j) The suspension of the issuer's obligation to file reports pursuant to
Section 15(d) of the Act.
Item 4. Interest in Securities of the Issuer.
Neither the Company nor, to the best knowledge of the Company, any of the
Executive Officers or Directors of the Company or any associate or subsidiary of
any of the foregoing, has engaged in any transactions involving the Class D
Warrants during the 40 business days prior to the date hereof.
Item 5. Contracts, Arrangements, Understandings or Relationships With Respect
to the Issuer's Securities.
None.
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Item 6. Persons Retained, Employed or to be Compensated.
None.
Item 7. Financial Information.
(a) Incorporated by reference are the financial statements which are
included in and are part of the Annual Report on Form 10-KSB for
September 30, 1996.
(b) The effect of the issuer tender offer is not expected to have a
material effect on the Company's financial statements.
Item 8. Additional Information.
There is no additional information that is material to a decision by a
security holder whether to sell, tender or hold the Class D Warrants.
(a) None.
(b) Not applicable.
(c) Not applicable.
(d) None.
(e) None.
Item 9. Material to be Filed as Exhibits.
(a) Board of Directors Resolutions dated May 2, 1997.
(b) Notice to Class D Warrant holders dated May 2, 1997 with form of
election.
(c) None.
(d) None.
(e) Registration Statement on Form S-2 (No. 33-73782) is incorporated by
reference herein.
(f) None.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
May 5, 1997
FIBERCHEM, INC.
/s/ Geoffrey Hewitt
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Geoffrey Hewitt, President
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EXHIBIT 9(a)
UNANIMOUS WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
OF
FIBERCHEM, INC.
The undersigned, constituting all the directors of FIBERCHEM, INC., a
Delaware corporation (the "Company"), do hereby consent to adopt and approve
in writing the following corporate action without a meeting in accordance
with Section 141(f) of the Delaware General Corporation Law:
WHEREAS the Company's cash position is such that the Company may be in need
of additional funds to continue in its present form, and
WHEREAS it is the Company's desire to retire as many derivative securities
as possible in order to reform its capital structure, and
WHEREAS there has been a decrease in the market price of the Company's
Common Stock, it is therefore
RESOLVED, that effective April 17, 1997, the Exercise Price of the Class D
Warrants, held by those parties as set forth in Schedule B attached hereto,
currently exercisable at $1.10 per share, shall be decreased to $.30
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through May 16, 1997, when the price reverts to the Original Exercise Price
of $1.10 (and subject to the Company's filing of a Schedule 13E-4 with the
Securities and Exchange Commission); and it is further
2
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RESOLVED, that the Company is hereby authorized to give notice to the
holders of the aforementioned Class D Warrants, informing such holders of
the above corporate action; and it is further
RESOLVED, that the appropriate officers of the Corporation be, and hereby
are, authorized to take such further action and to do such further acts
as to them may be deemed necessary, proper, convenient or desirable to
effectuate the intent of the foregoing resolutions.
Dated: May 2, 1997
/s/ Scott J. Loomis /s/ Irwin J. Gruverman
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Scott J. Loomis Irwin J. Gruverman
/s/ Walter Haemmerli /s/ Dale W. Conrad
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Walter Haemmerli Dale W. Conrad
/s/ Gerald T. Owens /s/ Geoffrey F. Hewitt
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Gerald T. Owens Geoffrey F. Hewitt
/s/ Byron A. Denenberg
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Byron A. Denenberg
3
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EXHIBIT 9(b)
NOTICE
TO HOLDERS OF FIBERCHEM, INC.
CLASS D WARRANTS
MAY 2, 1997
In compliance with Rule 13e-4 of the Securities Exchange Act of 1934, as
amended, the Board of Directors of FiberChem, Inc. ("the Company"), has
reduced the per share exercise price ("Exercise Price") of Class D Warrants
to $0.30 effective as of April 17, 1997 for the period ending May 16, 1997
(the "Expiration Date"). The Exercise Price will not be further adjusted, as
previously disclosed by the Company. On the Expiration Date, the Exercise
Price shall return to the now current Exercise Price of $1.10.
Any holder of the Company's Class D Warrants who tenders such warrants on or
after April 17, 1997 and before the Expiration Date, may withdraw its tender
of such Warrants for exercise at anytime prior to 5:00 p.m. PDT on May 16,
1997, which date may be extended by the Company at its sole discretion and in
compliance with applicable securities laws. Upon any such withdrawal, the
Company shall forthwith return to the holder the Exercise Price and the Class D
Warrants tendered. In the event the Company does not obtain the required
approval of the Securities and Exchange Commission by the Expiration Date,
unless extended by the Company, the Company's offer shall be deemed withdrawn
as of April 17, 1997, and all monies and Class D Warrants shall be returned
to the respective persons tendering same without interest or deduction.
Enclosed with this notice are copies of the Company's Schedule 13e-4, as
amended, its Annual Report on Form 10-KSB for September 30, 1996 and its
Quarterly Report on Form 10-QSB for December 31, 1996.
Please use the attached form when exercising Class D Warrants.
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FIBERCHEM, INC.
1181 GRIER DRIVE, SUITE B
LAS VEGAS, NV 89119
PHONE: 702-361-7921
ELECTION FORM
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I, ______________________________, hereby exercise CLASS D WARRANTS(1)
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for _______________ shares of FiberChem, Inc. Common Stock at $.30 per
share.
Attached(2) is a check for $ ________ to cover this purchase.
_____________________________________
Signature
_________________
Date
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(1) Original Warrant must accompany the Election Form.
(2) This election form may be hand delivered or faxed to FiberChem, Inc.
If faxed, your payment must be received at FiberChem, Inc. within 5
days of the faxing of this form. Please request wire transfer
instructions which are available from FCI, if you wish to use this
service to make your payment.
