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) July 31, 1999
THERMOGENESIS CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-16375 94-3018487
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification No.)
3146 Gold Camp Drive
Rancho Cordova, California 95670
(916) 858-5100
(Address and telephone number of principal executive offices)
Item 5. Other Events
On July 30, 1999, at a special meeting of the stockholders of THERMOGENESIS
CORP. ("Company"), the stockholders approved an amendment to the Company's
Certificate of Incorporation to eliminate the mandatory repurchase rights
granted to stockholders of the Series A redeemable convertible preferred stock.
The amendment to the Certificate of Incorporation to eliminate the mandatory
repurchase rights granted to stockholders of the Series A redeemable convertible
preferred stock was one of three proposals brought to the stockholders for
approval. Following approval of proposal one, the special meeting was continued
until August 13, 1999, with respect to the remaining two proposals dealing with
(a) an amendment to the Company's Certificate of Incorporation to adopt a
one-for-two share consolidation, which may be implemented in the future at the
Board's discretion, and (b) an amendment to the Company's Certificate of
Incorporation to adopt a one-for-four share consolidation, which may be
implemented in the future at the Board's discretion, on an either-or basis with
respect to proposals two and three.
The amendment to the Company's Certificate of Incorporation to eliminate the
mandatory repurchase rights granted to stockholders of the Series A redeemable
convertible preferred stock was sought in light of a letter from The Nasdaq
SmallCap Market which stated that based on the Company's Form 10-Q for the
quarter ended March 31, 1999, the Company failed to meet The Nasdaq SmallCap
Market's maintenance criteria of (a) net tangible assets of $2,000,000; (b)
market capitalization of $35,000,000 or (3) net income of $500,000 in the most
recently completed fiscal year or in two of the last three completed fiscal
years. In computing the Company's net tangible assets, The Nasdaq SmallCap
<PAGE>2
Market treated the Company's Series A redeemable convertible preferred stock as
debt because of the repurchase rights. By approving the elimination of the
repurchase rights by the stockholders, the Company's Series A Convertible
Preferred Stock is now treated as equity to satisfy the Nasdaq SmallCap Market
net tangible assets maintenance requirement.
The following table sets forth (i) the capitalization of the Company [unaudited]
as of March 31, 1999, and (ii) the pro forma capitalization [unaudited] as of
that date, after giving effect to the removal of the mandatory redemption
provision of the Series A redeemable convertible preferred stock. This filing is
being made for the sole purpose of meeting the maintenance requirements of The
Nasdaq SmallCap Market. The pro forma capitalization is not indicative of what
the Company's capitalization will be in the future.
<TABLE>
<CAPTION>
As of March 31, 1999 (unaudited)
Actual Adjustments Pro Forma
<S> <C> <C> <C>
Redeemable convertible preferred stock, 1,200,000 $ 6,188,929 $(6,188,929)(1) --
shares authorized; 1,044,000 issued and
outstanding at March 31, 1999 ($6,655,500
aggregate involuntary liquidation value at
March 31, 1999)
Shareholders'equity:
Convertible preferred stock,$.001 par value -- $1,044 (1) $1,044
1,200,000 shares authorized; 1,044,000 issued
and outstanding ($6,655,500 aggregate
involuntary liquidation value at
March 31, 1999)
Preferred stock, $.001 par value; 800,000 shares -- -- --
authorized; no shares issued and outstanding
Common stock, $.001 par value; 50,000,000 shares 19,125 -- 19,125
authorized; 19,123,846 issued and outstanding
at March 31, 1999 (18,925,669 at June 30,
1998)
Paid in capital in excess of par 30,263,551 $6,028,885 36,292,436
Accumulated deficit (29,788,214) $159,000 (2) (29,629,214)
------------ -----------
Total shareholders' equity $494,462 $6,683,391
======== ==========
</TABLE>
(1) Shareholder approval to remove the repurchase right provision of the
redeemable convertible preferred stock was received on July 30, 1999.
(2) Reversal of the accretion of redeemable convertible preferred stock.
<PAGE>3
SIGNATURE
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.
Dated: August 4, 1999 THERMOGENESIS CORP.
a Delaware Corporation
PHILIP H. COELHO
Philip H. Coelho, Chairman & CEO
