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):
September 30, 1998
CRYOMEDICAL SCIENCES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-18170
94-3076866
(State or Other Juris- (Commission File
No.) (IRS Employer
diction of Incorporation)
Identification No.)
1300 Piccard Drive, Suit 102, Rockville, MD
20850
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(301) 417-7070
N/A
(Former Name or Former Address, if Changed Since
Last Report.)<PAGE>
ITEM 7. Financial Statements, Pro Forma Financial
Information and Exhibits
Exhibits
A. Certificate of Designation
ITEM 9. Sales of Equity Securities Pursuant to
Regulation S.
On September 30, 1998, Cryomedical
Sciences, Inc. (the "Company") entered into a Stock
Purchase Agreement with ValorInvest, Ltd.
("ValorInvest"), a Geneva, Switzerland based corporation,
pursuant to which, among other things, ValorInvest (a)
purchased from the Company, 128 Series E Units at a
price of $1,562.50 per Unit (an aggregate of $200,000),
and (b) agreed to purchase, on or before December 28,
1998, an additional 256 Series E Units at a price of
$1,562.50 per Unit (an aggregate of $400,000), pursuant
to Regulation S promulgated under the Securities Act of
1933, as amended.
Each Series E Unit consists of (a) one share of
Series E Convertible Preferred Stock which (i) is
convertible into 10,000 shares of Common Stock, (ii) has
one vote for each share of Common Stock into which it
is convertible, and (iii) automatically converts into
Common Stock upon the effectuation of, and the
conversion of which is adjusted for, a proposed reverse
stock split, and (b) a warrant to purchase 5,000 shares
(pre-reverse stock split) of Common Stock at $.25 per
share (pre-reverse stock split), the exercise of which is
conditional upon the successful completion of a public
offering of the Company's securities on the following
terms and conditions: (i), in the event the Company's
Common Stock is trading at a price of $.50 or more (pre-
reverse stock split), 16,000,000 shares (pre-reverse stock
split) of Common Stock at not less than $.50 per share
(pre-reverse stock split), or (ii), in the event the
Company's Common Stock is trading at a price of less
than $.50 per share (pre-reverse stock split), 16,000
Series F Units at $500 per Series F Unit, each Series F
Unit to consist of (A) one share of Series F Convertible
Preferred Stock (to be authorized at such time) which
shall be (1) convertible into 1,000 shares (pre-reverse
stock split) of Common Stock, (2) entitled to one vote for
each share of Common Stock into which it is convertible,
and (3) automatically convertible into Common Stock if
the closing or bid price of the Common Stock on any day
is $.50 or more (pre-reverse stock split) and (B) a warrant
to purchase 250 shares (pre-reverse stock split) of
Common Stock at $.75 per share (pre-reverse stock split).
A complete description and terms of the Series E
Preferred Stock are set forth in the Certificate of
Designation filed with the State of Delaware on October
1, 1998, a copy of which is attached hereto as Exhibit A.
Pursuant to the Stock Purchase Agreement, the
Company has agreed to nominate and use its best efforts
to elect a nominee of ValorInvest as a director of the
Company.
The Stock Purchase Agreement also provides that,
subject to the adoption by the Company and its
shareholders of a Plan of Recapitalization and Financing
(the "Plan"), ValorInvest will use its best efforts to
arrange for a public offering (contemplated to be in
Europe) of the Company's securities through an
underwriter to be designated or approved by ValorInvest.
Through ValorInvest, the Company has obtained a letter
of interest for a public offering from a German
underwriter. The letter does not contain any commitment
for an underwriting, and any underwriting by such
underwriter, at the very least, would be subject to the
completion of due diligence by such underwriter and
market conditions. Also, the terms of any underwriting
would be as negotiated between the Company and the
underwriter; and there can be no assurance that the
underwriting, if done, would be on the terms set forth
above, or that the underwriting would be done at all.
The Plan of Reorganization and Financing, which
has been approved by the Board of Directors and is to be
submitted to shareholders, provides that the Company (a)
amend its certificate of incorporation to (i) reduce the
authorized number of shares of (A) Common Stock from
50,000,000 shares to 25,000,000 shares, and (B)
Preferred Stock from 9,378,800 shares to 1,000,000
shares, and (ii)effectuate a reverse stock split of either (A)
one for five, (B) one for six, (C) one for seven, (D) one
for eight, (E) one for nine, (F) one for ten, (G) one for
eleven, (H) one for twelve, (I) one for thirteen, (J) one
for fourteen, (K) one for fifteen, or (L) one for sixteen,
each of such alternatives to be approved by the
shareholders of the Company and one of such approved
alternatives to be chosen by the Board of Directors of the
Company, (b) adopt a 1998 Stock Option Plan containing
20,000,000 shares (pre-reverse stock split) of Common
Stock, options for which may be granted at an exercise
price of not less than the fair market value of the
Common Stock, (c) grant stock options/warrants for
approximately 19,780,000 shares (pre-reverse stock split),
exercisable at $.25 per share (pre-reverse stock split) (a
100% premium over the current price of the Common
Stock), to management, others who have provided
services to the Company, and the Board of Directors to
appropriately incentivize and compensate them, subject to
the approval of the Plan by the Company's shareholders,
and (d) prepare and file a registration statement with the
Securities and Exchange Commission for the sale of
securities of the Company on such terms and conditions
as may be mutually agreed to between the Company and
an underwriter designated or approved by ValorInvest.
The Plan has been approved by the Company's Board of
Directors and will be submitted to shareholders for
approval prior to the end of the year. Each of the
separate matters contained in the Plan must be approved
for the Plan to be approved.
The Stock Purchase Agreement further provides
that if the Plan is not approved by the Company's
shareholders by January 27, 1999, at the request of
ValorInvest, the Company must redeem the Series E Units
at a price, as to each Unit, equal to the price paid therefor
plus an additional amount determined by multiplying the
price paid therefor by a fraction, the denominator of
which is the number "120" and the numerator of which is
the number of months (rounded to a higher whole
number) elapsed between September 30 1998 and the
redemption date. Any such request by ValorInvest would
have a material adverse effect on the business and
financial condition of the Company.
<PAGE>
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.
CRYOMEDICAL SCIENCES, INC.
By: /s/ Richard J. Reinhart
Richard J. Reinhart Ph.D.
President and Chief Executive Officer
Date: October 13, 1998
<PAGE>
EXHIBIT A
CERTIFICATE OF DESIGNATION
of
SERIES E CONVERTIBLE PREFERRED STOCK
of
CRYOMEDICAL SCIENCES, INC.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
____________________________________
Cryomedical Sciences, Inc., a corporation
organized and existing under the General Corporation
Law of the State of Delaware (the "Corporation"), hereby
certifies that the following resolution was adopted by the
Board of Directors of the Corporation as required by
Section 151 of the General Corporation Law at a meeting
duly called and held on August 31, 1998:
RESOLVED, that pursuant to the authority granted
to and vested in the Board of Directors of this
Corporation (the "Board") in accordance with the
provisions of the Certificate of Incorporation, the Board
hereby creates a series of preferred stock of the
Corporation, par value $.001 per share (the "Preferred
Stock"), and hereby states the designation and number of
shares, and fixes the relative rights, preferences, and
limitations thereof as follows:
Section 1. Designation and Amount. The shares
of such series shall be designated as "Series E Convertible
Preferred Stock" (the "Series E Preferred Stock") and the
number of shares constituting the Series E Preferred Stock
shall be three hundred and eighty four (384). Such
number of shares may be increased or decreased by
resolution of the Board; provided, however, no decrease
shall reduce the number of shares of Series E Preferred
Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights,
or warrants for, or upon the conversion of any
outstanding securities issued by the Corporation
convertible into, Series E Preferred Stock.
Section 2. Dividends. The Series E Preferred
Stock shall not pay dividends.
Section 3. Conversion.
a. The holder of any share or shares of
Series E Preferred Stock shall have the right at any time,
and from time to time, at such holder's option, without
the payment of any additional consideration, to convert
any share of Series E Preferred Stock held by such holder
into 10,000 fully paid and non-assessable shares of
common stock of the Corporation, $0.001 par value per
share (the "Common Stock"). Each conversion shall be
effected by surrendering to the Corporation the stock
certificate or certificates for the Series E Preferred Stock
to be converted, accompanied by a written notice of such
holder's election to convert his share(s) of Series E
Preferred Stock into Common Stock and the number of
whole shares of Series E Preferred Stock to be so
converted (the "Conversion Notice"). Upon receipt of
such stock certificate or certificates and the Conversion
Notice, the Corporation shall issue and deliver to such
holder a stock certificate or certificates for the number of
shares of Common Stock to which such holder shall be
entitled.
b. Any share of Series E Preferred
Stock outstanding automatically shall be converted into
Common Stock, on the same basis as the holder of such
shares of Series E Preferred Stock may convert such
shares pursuant to Section 3a above, in the event the
Corporation effectuates a reverse stock split of one for
five or such number greater than five that the Board
approves.
c. (1) In the event the Corporation,
at any time or from time to time, shall declare and pay to
the holders of Common Stock a dividend in shares of
Common Stock, or the Corporation shall subdivide the
outstanding shares of Common Stock into a greater
number of shares of Common Stock, or combine the
outstanding shares of Common Stock into a smaller
number of shares of Common Stock, then the number of
shares of Common Stock into which each share of Series
E Preferred Stock shall be convertible pursuant to the
provisions hereof shall be adjusted so that the holder of
shares of Series E Preferred Stock shall be entitled to
receive the number of shares of Common Stock which he
would have owned or been entitled to receive after the
happening of any of the events described above had the
Series E Preferred Stock been converted in full
immediately prior to the happening of such event, such
adjustment to become effective immediately after the
opening of business of the day following the record date,
in the event of a stock dividend, or the day upon which
the subdivision or combination becomes effective, as the
case may be.
(2) In the event the Corporation,
at any time or from time to time, after the date on which
the Series E Preferred Stock is first issued by the
Corporation, shall make or issue, or fix a record date for
the determination of holders of shares of Common Stock
entitled to receive, a dividend or other distribution
payable in securities of the Corporation, including a
distribution of evidence of indebtedness of the
Corporation, other than shares of Common Stock, then,
and in each such event, provision shall be made by the
Corporation so that the holders of shares of Series E
Preferred Stock shall receive, upon conversion thereof, in
addition to the number of shares of Common Stock
receivable thereupon, the amount of those securities of the
Corporation that such holders would have received had
their shares of Series E Preferred Stock been converted
on the date of such event and had they thereafter, during
the period from the date of such event to and including
the date of conversion, retained such securities receivable
by them as aforesaid during such period.
(3) If the shares of Common
Stock issuable upon the conversion of shares of Series E
Preferred Stock shall be changed into the same or any
different number of shares of any class or any series of
any class of capital stock, whether by capital
reorganization, reclassification or otherwise (other than a
subdivision or combination of shares or a stock dividend
provided for above, or a reorganization, merger,
consolidation or sale of assets provided for in Section 8
hereof), then, and in each such event, the holder of shares
of Series E Preferred Stock shall have the right thereafter
to convert such shares of Series E Preferred Stock into
the kind and amount of shares of stock and other
securities and property receivable upon such
reorganization, reclassification or other change by holders
of the number of shares of Common Stock into which
such shares of Series E Preferred Stock might have been
converted immediately prior to such reorganization,
reclassification or change.
(4) After any adjustment pursuant
to this Section 3c, the Corporation shall promptly prepare
a certificate, signed by its President or Chief Financial
Officer, setting forth the effect of such adjustment on the
holder of Series E Preferred Stock and explaining such
adjustment and shall promptly cause such certificate to be
delivered to each holder of Series E Preferred Stock.
d. At all times, the Corporation shall
reserve and keep available out of its authorized but
unissued Common Stock, solely for issuance upon the
conversion of shares of the Series E Preferred Stock as
herein provided, such number of shares of Common Stock
as, from time to time, shall be issuable upon the
conversion of all of the shares of the Series E Preferred
Stock at the time outstanding.
e. No fractional shares of Common
Stock shall be issued, and in lieu of the issuance of any
fractional share of Common Stock that, but for the
foregoing, would be issued to a holder of Series E
Preferred Stock on conversion thereof, the Corporation
shall pay to such holder in cash the value of such
fractional share, which value shall be based upon the
closing sale price of the Common Stock on the NASDAQ
(or on such exchange on which the Common Stock is then
traded), for the trading day immediately preceding the
effective date of such conversion.
Section 4. Voting Rights. In addition to all
rights conferred by law, holders of Series E Preferred
Stock shall have full voting rights on all matters as to
which holders of Common Stock shall be entitled to vote
and shall be entitled to one vote for each share of
Common Stock into which the Series E Preferred Stock
held is convertible.
Section 5. Reacquired Shares. Any shares of
Series E Preferred Stock purchased or otherwise acquired
by the Corporation in any manner whatsoever shall be
retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock
and may be reissued as part of a new series of Preferred
Stock subject to the conditions and restrictions on issuance
set forth herein, in the Certificate of Incorporation, or in
any other Certificate of Designation creating a series of
Preferred Stock or any similar stock or as otherwise
required by law.
Section 6. Liquidation, Dissolution or Winding
Up. In the event of any liquidation, dissolution, or
winding up of the Corporation, the holders of shares of
the Series E Preferred Stock are entitled to receive out of
assets of the Corporation available for distribution to
stockholders, after satisfaction of indebtedness, but before
any distribution of assets is made to holders of Common
Stock or to holders of any other class of stock of the
Corporation ranking junior to the Series E Preferred
Stock upon liquidation, liquidating distributions in the
amount of $1,562.50 per share. If, upon any liquidation,
dissolution, or winding up of the Corporation, the
amounts payable with respect to the Series E Preferred
Stock or any other shares of stock of the Corporation
ranking as to any such distribution on a parity with the
Series E Preferred Stock are not paid in full, the holders
of the Series E Preferred Stock and of such other shares
will share ratably in any such distribution of assets of the
Corporation in proportion to the full distributable amounts
to which they are entitled. After payment of the full
amount of the liquidating distribution to which they are
entitled, the holders of shares of the Series E Preferred
Stock will not be entitled to any further participation in
any distribution of assets by the Corporation.
Section 7. Consolidation, Merger, etc. If the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other
stock or securities, cash, and/or any other property, then,
in any such case, the Corporation, as a condition
precedent to such transaction, shall cause effective
provisions to be made so that each holder of Series E
Preferred Stock then outstanding shall have the right, by
converting such share(s) of Series E Preferred Stock, to
acquire the kind and amount of shares of stock, securities,
cash and/or other property receivable upon such
consolidation, merger, combination or other transaction
by a holder of the number of shares of Common Stock
which might have been acquired upon conversion of such
Series E Preferred Stock immediately prior to such
consolidation, merger, combination, or other transaction.
Section 8. No Redemption. Except as may be
set forth in any separate agreement between the Company
and the holder(s) of Series E Preferred Stock, the shares
of Series E Preferred Stock shall not be redeemable.
Section 9. Amendment. This Certificate of
Designation shall not be amended in any manner which
would materially alter or change the powers, preferences,
or special rights of the Series E Preferred Stock so as to
affect them adversely without the affirmative vote of the
holders of at least two-thirds of the outstanding shares of
Series E Preferred Stock, voting together as a single
class.
RESOLVED, FURTHER, that the appropriate
officers of the Corporation hereby are authorized to
execute and acknowledge a certificate setting forth these
resolutions and to cause such certificate to be filed and
recorded, all in accordance with the requirements of
Section 151 of the General Corporation Law of the State
of Delaware.
<PAGE>
IN WITNESS WHEREOF, this Certificate of
Designation is executed on behalf of the Corporation by
its President & Chief Executive Officer and attested by its
Secretary this _____ day of September, 1998.
/s/ Richard Reinhart
Dr. Richard Reinhart, Ph.D., President
and Chief Executive Officer
Attest:
/s/ Howard S. Breslow
Howard S. Breslow, Secretary
