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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) October 21, 1996
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AVITAR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20316 06-1174053
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
35 Thorpe Avenue, Suite 101, Wallingford, CT 06492
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 265-3594
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ITEM 5. Other Events.
Reduced Price for Certain Warrants
Effective October 21, 1996, the Board of Directors of
Avitar, Inc. (formerly known as Managed Health Benefits
Corporation and referred to herein as the "Company") unanimously
authorized a discount offer to holders of certain outstanding
warrants with exercise prices below recent market prices. The
discount prices were calculated by applying to the current
exercise prices a discount rate of 12% over the remaining term of
the warrants. The current exercise prices range from $0.50 to
$0.65 per share and the reduced prices range from $0.36 to $0.53
per share. This offer will expire at 5:00 P.M. on November
15, 1996 unless extended by the Company.
In view of current working capital requirements for the
Company, the above-described offer was designed to encourage
prompt exercise of these outstanding warrants. If all such
warrants are exercised, the Company will issue an additional
1,997,500 shares of Common Stock and will receive the proceeds of
approximately $790,000. There is no assurance that any or all of
the warrants will be exercised. However, two directors and
affiliates, who collectively hold 577,500 warrants subject to the
above-described offer, intend to arrange the exercise of their
warrants pursuant to the offer.
Proposed Rights Offering; Extension of Redeemable Warrants
The Board of Directors also unanimously approved in
principle a planned rights offering to its shareholders and
holders of its Redeemable Warrants. Provided the Redeemable
Warrants remain substantially unexercised, the Company intends to
offer the rights to purchase shares of common stock at an
appropriate discount from market value as of a certain date.
In connection with the proposed rights offering, the Company
has extended the expiration date of the Redeemable Warrants from
November 30, 1996 to the earlier of the commencement of the
rights offering or February 28, 1997.
To the extent that the rights to purchase shares are not
exercised, the shareholdeders and holders of Redeemable Warrants
will have the right to purchase the remaining shares offered. If
the offering is oversubscribed, shares will be allocated pro rata
to the purchasers. However, the Company has not yet determined
the number of rights per share or per Redeemable Warrant that
will be issued, the offering price of the shares or the aggregate
number of shares to be offered.
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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.
AVITAR, INC.
(Registrant)
Date: October 21, 1996 By: J.C. LEATHERMAN, JR.
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J.C. LEATHERMAN, JR.,
Chief Financial Officer
