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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) August 25, 2000
BOSTON BIOMEDICA, INC.
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(Exact Name Of Registrant As Specified In Its Charter)
MASSACHUSETTS
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(State or Other Jurisdiction of Incorporation)
0-21615 04-2652826
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(Commission File Number) (I.R.S. Employer Identification No.)
375 WEST STREET, WEST BRIDGEWATER, MA 02379
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(Address of Principal Executive Offices) (Zip Code)
(508) 580-1900
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On August 25, 2000, Boston Biomedica, Inc. (the "Company") entered into a
Securities Purchase Agreement (the "Agreement") with GCA Strategic Investment
Fund Limited ("GCA"). The Agreement provides for the issuance of a $2,250,000 3%
Senior Subordinated Convertible Debenture (the "GCA Debenture") to GCA due
August 25, 2003. The purchase price for the GCA Debenture was $2,137,500. The
GCA Debenture is convertible into the Company's Common Stock on or after
November 24, 2000, at a conversion price equal to the lesser of: (i) $3.36 per
share or (ii) 90% of the average of the five (5) lowest volume weighted average
sales prices of Common Stock as reported by Bloomberg L.P. during the 25
business days immediately preceding the date on which GCA notifies the Company
that it will convert all or a part of the GCA Debenture into Common Stock. In
connection with this transaction, the Company also issued warrants to purchase
up to 80,000 shares of the Company's Common Stock at an exercise price of $3.60
per share to GCA (the "GCA Warrant"), and warrants to purchase up to 10,000
shares of the Company's Common Stock at an exercise price of $3.60 a share to
each of DP Securities, Inc. and Wharton Capital Partners, Ltd. (the "Brokers'
Warrants"). The aforementioned securities were sold in a transaction exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended,
and the Rules promulgated thereunder (the "Act"). The Company's Common Stock
underlying the GCA Debenture, the GCA Warrant and the Brokers' Warrants are
entitled to certain registration rights. The foregoing summary description of
the transaction is qualified in all respects by reference to the documents filed
as exhibits hereto.
In a separate but related transaction, dated as of August 25, 2000, the
Company entered into a Securities Purchase Agreement with Richard P. Kiphart
("Kiphart") and Shoreline Micro-Cap Fund, L.P. ("Shoreline") (the "Purchase
Agreement"). The Purchase Agreement provides for the issuance of: (i) a $780,000
3% Senior Subordinated Convertible Debenture (the "Kiphart Debenture") to
Kiphart and (ii) a $220,000 3% Senior Subordinated Convertible Debenture (the
"Shoreline Debenture") to Shoreline, each due August 25, 2003. The purchase
price for the Kiphart Debenture was $741,000, and the purchase price for the
Shoreline Debenture was $209,000. Each of the Kiphart Debenture and the
Shoreline Debenture is convertible into the Company's Common Stock on or after
November 24, 2000, at a conversion price equal to the lesser of: (i) $3.36 per
share or (ii) 90% of the average of the five (5) lowest volume weighted average
sales prices of Common Stock as reported by Bloomberg L.P. during the 25
business days immediately preceding the date on which Kiphart or Shoreline
notifies the Company that it will convert all or a part of the Kiphart or
Shoreline Debenture, as applicable, into Common Stock. In connection with the
aforementioned transaction, the Company also issued the following warrants: (i)
to Kiphart to purchase up to 27,734 shares of the Company's Common Stock at an
exercise price of $3.60 per share (the "Kiphart Warrant") and (ii) to Shoreline
to purchase up to 7,822 shares of the Company's Common Stock at an exercise
price of $3.60 a share (the "Shoreline Warrant"). The aforementioned securities
were sold in a transaction exempt from registration pursuant to
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Section 4(2) of the Act. The Company's Common Stock underlying the Kiphart
Debenture, Shoreline Debenture, Kiphart Warrant and Shoreline Warrant are
entitled to certain registration rights. The foregoing summary description of
the transaction is qualified in all respects by reference to the documents filed
as exhibits hereto.
Interest on each of the GCA Debenture, the Kiphart Debenture and Shoreline
Debenture is payable on the last day of March, June, September and December of
each year. The Company will use the proceeds from the aforementioned
transactions for completion of its West Bridgewater, MA manufacturing facility
and for general corporate and working capital purposes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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ITEM NO. DESCRIPTION
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4.1 3% Senior Subordinated Convertible Debenture issued to GCA Strategic
Investment Fund Limited
4.2 Warrant issued to GCA Strategic Investment Fund Limited
4.3 Warrant issued to Wharton Capital Partners, Ltd.
4.4 Warrant issued to DP Securities, Inc.
4.5 Registration Rights Agreement, dated as of August 25, 2000, by and
among Boston Biomedica, Inc., Wharton Capital Partners, Ltd., DP
Securities, Inc. and GCA Strategic Investment Fund Limited
4.6 3% Senior Subordinated Convertible Debenture issued to Richard P.
Kiphart
4.7 3% Senior Subordinated Convertible Debenture issued to Shoreline
Micro-Cap Fund, L.P.
4.8 Warrant issued to Richard P. Kiphart
4.9 Warrant issued to Shoreline Micro-Cap Fund, L.P.
4.10 Registration Rights Agreement dated as of August 25, 2000, by and among
Boston Biomedica, Inc., Richard P. Kiphart and Shoreline Micro-Cap
Fund, L.P.
10.1 Securities Purchase Agreement dated as of August 25, 2000, by and
among Boston Biomedica, Inc., and GCA Strategic Investment Fund
Limited
10.2 Securities Purchase Agreement dated as of August 25, 2000, by and among
Boston Biomedica, Inc., Richard P. Kiphart and Shoreline Micro-Cap
Fund, L.P.
99.1 Press Release dated September 5, 2000
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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: September 8, 2000 Boston Biomedica, Inc.
By: /s/ Kevin W. Quinlan
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Kevin W. Quinlan, President
