<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Mark
One
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-24128
BIO-PLEXUS, INC.
(Exact name of Registrant as specified in its Charter)
Connecticut 06-1211921
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
384 Q Merrow Road, Tolland Connecticut 06084
(Address of principal executive offices including zip code)
(860) 871-8601
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months ( or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Class of Common Stock Shares Outstanding as of July 31, 1997
<S> <C>
Class A Common Stock, no par value 20,000
Common Stock, no par value 8,864,471
</TABLE>
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BIO-PLEXUS, INC.
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet at June 30, 1997 and
December 31, 1996 1
Condensed Statement of Operations for the three months
ended June 30, 1997 and 1996 2
Condensed Statement of Operations for the six months
ended June 30, 1997 and 1996 3
Condensed Statement of Cash Flows for the six months
ended June 30, 1997 and 1996 4
Notes to Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 2. Changes in Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
<PAGE> 3
BIO-PLEXUS, INC.
CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30,
1997 DECEMBER 31,
(UNAUDITED) 1996
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 887,000 $ 1,322,000
Accounts receivable 650,000 386,000
Inventories
Raw materials 1,112,000 1,314,000
Work-in-process 257,000 271,000
Finished goods 443,000 271,000
------------ ------------
1,812,000 1,856,000
------------ ------------
Other current assets 409,000 430,000
------------ ------------
Total current assets 3,758,000 3,994,000
------------ ------------
Fixed assets, net 8,072,000 8,305,000
Deferred debt financing expenses 285,000 164,000
Patents, net of amortization 104,000 55,000
Other assets 300,000 302,000
------------ ------------
$ 12,519,000 $ 12,820,000
============ ============
LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt $ 2,014,000 $ 3,225,000
Accounts payable and accrued expenses 1,075,000 1,693,000
Accrued interest payable 60,000 27,000
Accrued employee costs 446,000 462,000
Deferred revenue 1,243,000 --
------------ ------------
Total current liabilities 4,838,000 5,407,000
------------ ------------
CII debt, net -- 131,000
Other long-term debt, net 7,820,000 7,276,000
Accrued financing expense - CII debt -- 550,000
Redeemable Class A common stock 20,000 20,000
Redeemable common stock warrants 149,000 149,000
Shareholders' equity (deficit)
Convertible preferred stock, no par value, 3,000,000 -- --
authorized, no shares issued and outstanding
Common stock, no par value, 15,000,000 authorized,
8,156,252 and 7,046,552 shares issued and outstanding 54,307,000 46,887,000
Accumulated deficit (54,615,000) (47,600,000)
------------ ------------
Total shareholders' equity (deficit) (308,000) (713,000)
------------ ------------
$ 12,519,000 $ 12,820,000
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
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BIO-PLEXUS, INC
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30
1997 1996
----------- -----------
<S> <C> <C>
Revenue
Sales $ 954,000 $ 730,000
Costs and expenses:
Research and development 234,000 405,000
Other operating and engineering costs 1,618,000 1,058,000
Selling, general and administrative 1,668,000 1,831,000
----------- -----------
Total operating costs and expenses 3,520,000 3,294,000
----------- -----------
Financing expenses:
CII debt:
Interest expense -- 6,000
Amortization of deferred debt financing 146,000 27,000
Other financing expenses (Note 4) 946,000 296,000
----------- -----------
Total financing expenses 1,092,000 329,000
----------- -----------
Net loss $(3,658,000) $(2,893,000)
----------- -----------
Net loss per common share (Note 2) (0.46) $ (0.42)
=========== ===========
Weighted average common shares
outstanding (Note 2) 7,897,390 6,809,217
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
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BIO-PLEXUS, INC
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
1997 1996
----------- -----------
<S> <C> <C>
Revenue
Sales $ 2,066,000 $ 1,183,000
Licensing fees (Note 3) 1,500,000 --
----------- -----------
Total revenue 3,566,000 1,183,000
----------- -----------
Costs and expenses:
Research and development 658,000 785,000
Other operating and engineering costs 3,228,000 2,000,000
Selling, general and administrative 3,545,000 3,424,000
----------- -----------
Total operating costs and expenses 7,431,000 6,209,000
----------- -----------
Financing expenses:
CII debt:
Interest expense -- 13,000
Amortization of deferred debt financing 179,000 56,000
Other financing expenses (Note 4) 2,971,000 572,000
----------- -----------
Total financing expenses 3,150,000 641,000
----------- -----------
Net loss $(7,015,000) $(5,667,000)
----------- -----------
Net loss per common share (Note 2) $ (0.92) $ (0.85)
=========== ===========
Weighted average common shares
outstanding (Note 2) 7,635,935 6,693,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
3
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BIO-PLEXUS, INC.
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(7,015,000) $(5,667,000)
Adjustments to reconcile net loss to cash used
by operating activities:
Depreciation and amortization 702,000 600,000
Inducement expense on conversion (Note 4) 640,000 --
Amortization of deferred debt financing
expenses 179,000 56,000
Amortization of debt discount 1,761,000 230,000
(Increase) decrease in assets:
accounts receivable (264,000) --
inventories 44,000 794,000
Increase (decrease) in liabilities:
accounts payable and accrued liabilities (551,000) 81,000
accrued interest payable 33,000 2,000
accrued employee costs (16,000) (61,000)
Increase in deferred revenue (Note 3) 1,243,000 --
Other 19,000 (206,000)
----------- -----------
Net cash used in operating activities (3,225,000) (4,171,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and construction of fixed assets including
acquisition of land (466,000) (717,000)
Cost of patents (52,000) (8,000)
----------- -----------
Net cash used in investing activities (518,000) (725,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of common stock warrants 250,000 345,000
Proceeds from exercise of common stock options 50,000 92,000
Proceeds from long-term debt 4,700,000 --
Proceeds from sale and leaseback 302,000 --
Repayments of long-term debt (1,994,000) (720,000)
----------- -----------
Net cash provided by (used in) financing activities 3,308,000 (283,000)
----------- -----------
Net decrease in cash and cash
equivalents (435,000) (5,179,000)
Cash and cash equivalents, beginning of
period 1,322,000 11,842,000
----------- -----------
Cash and cash equivalents, end of period $ 887,000 $ 6,663,000
=========== ===========
Supplemental cash flow disclosures:
Cash payments of interest $ 539,000 $ 597,000
Cash payments of income taxes -- 15,000
Surrender of debt upon warrant exercise 4,753,000 60,000
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
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BIO-PLEXUS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The interim condensed financial statements included herein are
unaudited. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations and cash flows for the periods presented
have been included. The results of operations for the interim period is not
necessarily indicative of the results of operations to be expected for the full
year. These financial statements should be read in conjunction with the
financial statements and the notes included in the 1996 Annual Report to
Shareholders of Bio-Plexus, Inc.
NOTE 2 - LOSS PER SHARE
Net loss per common share is determined based on the weighted average
number of common shares outstanding during the period. In determining weighted
average common shares outstanding, common share equivalents are excluded from
the computation as their effect is anti-dilutive.
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128 ("FAS 128"), "Earnings Per Share", requiring the dual
presentation of basic and diluted earnings per share. The Company is required to
adopt the provisions of the Statement in the fourth quarter of 1997. If earnings
per share for the quarters had been computed under the provisions of FAS 128 the
results would not have been materially different.
NOTE 3 - LICENSING AGREEMENTS
On January 28, 1997, the Company entered into a Development and License
Agreement and a Supply Agreement with Johnson & Johnson Medical, Inc. ("JJMI")
of Arlington, Texas. Under the terms of the agreements, Bio-Plexus, Inc. will
develop and manufacture safety needle assemblies for JJMI utilizing its
self-blunting technology, which will be used by JJMI, under an exclusive
world-wide license granted by the Company, to manufacture and sell a new safety
I.V. catheter. The Company received $2,900,000 in licensing fees and funding to
complete the development of the safety needle assemblies and for the development
of manufacturing equipment and tooling. JJMI has agreed to acquire initial
production equipment in amounts up to $1,800,000, to purchase certain minimum
quantities of safety needle assemblies annually, and to pay certain minimum
annual royalties. During the first quarter, $1,500,000 in licensing fee revenue
was recognized and, in the second quarter, $157,000 of the $1,400,000 in
development funding was recognized as a reduction in research and development
expenses. The remaining balance of $1,243,000 has been deferred and will be
recognized over the term of the related development project.
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NOTE 4 - OTHER SIGNIFICANT CAPITAL TRANSACTIONS
In January and February, warrants relating to the 1993 and 1994
unsecured term notes were exercised into shares of common stock. The Company
reduced the exercise price from $9.00 to $7.00 on the warrants and agreed to
make payments in lieu of interest through 1997 at a rate of 8%. As a result of
the transaction, warrant holders surrendered $2,184,000 of the term notes and
exercised warrants for 311,967 shares of common stock. A one time charge of
$640,000 was incurred due to the reduction in the warrant exercise price and the
cash payments in lieu of interest through 1997.
In January, warrants related to Private Placement Notes sold in 1995
were exercised for 35,714 shares of common stock at an exercise price of $7 per
common share. Net proceeds to the Company as a result of the exercise were
$250,000.
On January 30, 1997, pursuant to Regulation S of the Securities Act of
1933, the Company issued 5% Convertible Debentures due February 4, 1999 in the
aggregate principal sum of $5,000,000 (the "Debentures"). Interest is payable
quarterly in arrears beginning April 30, 1997 until repayment or conversion of
the debt occurs. The Debentures are convertible into common shares in one-third
step progression, 45, 75 and 105 days from the closing at the lesser of $9.00
per common share or 80% of the average closing bid price over the ten day
trading period ending on the day prior to the date notice of conversion is filed
with the number of shares not to exceed 1,350,000. Beginning June 30, 1997, the
Debentures are convertible into common shares at the lesser of $9.00 per
common share or 75% of the average closing bid price of the Company's common
stock, as reported by Bloomberg L.P., over the ten day trading period ending on
the day prior to the date the notice of conversion is filed with the Company. In
the event the above calculation results in shares to be issued greater than
1,350,000, the Company would redeem the outstanding Debentures at the price paid
plus any accrued interest thereon. In the event the closing bid price of the
Company's stock exceeds $14.70 per share for twenty consecutive trading days
during any period of time 45 days after the closing, all outstanding Debentures
will automatically convert into common stock within ten business days. Of the
Debenture proceeds, approximately $1,665,000 has been allocated to common stock
to reflect the intrinsic value of the conversion feature. This amount was
calculated at the date of the issue as the difference between the most
beneficial conversion price and the then fair value of the common stock. The
corresponding debt discount is being amortized through the date the Debentures
become convertible. As of June 30, 1997, $1,665,000 was charged to other
financing expenses.
On February 11, 1997, the Company entered into a Royalty Modification
agreement with Connecticut Innovations Inc. ("CII") to satisfy the $550,000
royalty obligation via the issuance of 78,572 shares of common stock.
On March 31, 1997 the Company entered into an agreement to retire the
remaining balance of a three-year $2,500,000 term loan that was entered into in
March 1995 by prepaying $1,050,000 of the principal amount of the outstanding
note and converting the balance of the principal amount of the note, including
interest accrued through March 31, 1997, into 241,627 shares of common stock
based on a conversion price of $4.50 per share. The Company may be required to
purchase certain shares at March 31, 1998, under defined circumstances.
On June 25, 1997, at the Annual Meeting of Shareholders, the Company
increased the authorized number of common shares from 12,000,000 to 15,000,000.
Additionally, the Company
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amended its Certification of Incorporation to include authorization to issue
3,000,000 shares of preferred stock.
NOTE 5 - COMMITMENTS
As of June 30, 1997, the Company had capital expenditure purchase
commitments outstanding of approximately $208,000 expected to be financed
through an existing financing arrangement.
NOTE 6 - SUBSEQUENT EVENTS
On July 30, 1997, the Company initiated a private offering of up to 250
units of its Series A convertible preferred stock and common stock. Each unit
consists of 5,000 shares of Series A preferred stock and 1,000 shares of common
stock. Under the term of offering, each unit will have a purchase price of
$20,000, and, if fully subscribed, would raise $5,000,000 before offering
expenses. The preferred shares will earn dividends at the rate of 5% per annum,
and will be convertible to common stock at any time at the option of the holder,
at the greater of $2.50, or 85% of the average closing bid price of the common
stock for the ten days prior to the date the Company receives a conversion
notice. Of the Offering proceeds, a portion will be recorded to equity to
reflect the intrinsic value of the Preferred Shares' conversion feature. This
amount will be calculated at the date of the issue as the difference between the
most beneficial conversion price and the then fair value of the common stock.
The corresponding discount will be immediately recognized, in view of the fact
that the Preferred Shares are immediately convertible. As of August 14, 1997,
the Company had received subscriptions totalling approximately $3,800,000.
Effective August 1, 1997, the Company named Larry C. Krampert, Chief
Executive Officer to replace Ronald A. Haverl who will remain Chairman of the
Board of Directors. Mr. Krampert is a thirty-two year veteran of Johnson &
Johnson where he served as vice president for a number of its operating
companies.
At June 30, 1997, the Company had outstanding approximately $3,600,000
of 5% Convertible Debentures it had issued in January 1997 pursuant to
Regulation S of the Securities Act of 1933. The Debentures are convertible into
common shares at the lesser of $9.00 per common share or 75% of the average
closing bid price of the Company's common stock over the ten day period ending
on the day prior to the date the notice of conversion is filed with the Company,
subject to a limit of 1,350,000 shares in aggregate. During July and August
1997, the Company received a series of conversion notices totalling $3,600,000.
Under the terms of the Debentures, if the conversions result in total shares to
be issued greater than 1,350,000 shares in aggregate, then the Company would
redeem any remaining Debentures at the price paid plus any accrued interest
thereon. Based on the notices received, conversions will exceed the 1,350,000
shares and the principal balance to be redeemed by the Company totals
approximately $1,532,000 as of August 6, 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain statements included in this Management's Discussion and
Analysis of the Results of Operations and Financial Condition which are not
historical facts may be deemed to contain forward looking statements with
respect to events the occurrence of which involves risks and uncertainties,
including, without limitation, the Company's expectation regarding gross profit
and operating income.
OVERVIEW
Since its inception in September 1987 through June 30, 1997, Bio-Plexus
has incurred cumulative ongoing losses totaling $54,615,000. During the same
period, the Company's principal focus
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has been the design, development, testing and evaluation of its blood collection
safety needle and the design and development of the molds, needle assembly
machines and production processes needed for manufacturing the blood collection
safety needle.
The Company is currently constructing production equipment and tooling
for winged intravenous sets which it has begun marketing on a limited basis.
With the addition of the new blood collection needle assembly and packaging
system, the Company believes it will have sufficient capacity to meet its
production needs for blood collection needles for the balance of 1997, when the
system is fully operational. The Company also continues to review its cost of
operations. In order to achieve profitability, further significant reductions in
per-unit manufacturing costs and increases in sales and manufacturing capacity
and capabilities are necessary.
During 1997, the Company has determined it will attempt to establish
joint development, manufacturing and marketing agreements on one or more of its
major product lines, similar to the agreement it reached with JJMI on its safety
I.V. catheter. Such arrangements could assist the Company in raising additional
capital and help fund research and development of new products, as well as
accelerate the rate of sales growth. However, such arrangements could also
decrease revenue per unit for the Company, as a result of sharing revenue with a
strategic partner. The Company believes the overall benefits and potential for
greater market share outweigh the disadvantages of a possible decline in per
unit revenue, or other disadvantages that may result from such arrangements.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996
The Company had operating revenues of $954,000 for the three months
ended June 30, 1997 compared to $730,000 for the same period a year ago. The
increase in sales is attributable to the expansion of its domestic account base.
Research and development expenses were $234,000 for the three months
ended June 30, 1997, compared to $405,000 for the same period a year ago . These
costs reflect the Company's continuing focus on improving and expanding
production processes and tooling, its ongoing efforts to develop new products,
as well as the recognition of development funding received from JJMI.
Other operating and engineering costs were $1,618,000 for the three
months ended June 30, 1997 compared to $1,058,000 for the same period a year
ago. The increase is primarily attributable to higher cost of goods sold
resulting from a significantly higher sales volume over the same period last
year.
Marketing, general and administrative expenses were $1,668,000 for the
three months ended June 30, 1997 compared to $1,831,000 for the same period a
year ago. The decrease is primarily attributable to the Company's reduction in
its sales force during the second quarter of 1997.
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Financing expenses were $1,092,000 for the three months ended June 30,
1997 compared to $329,000 for the same period a year ago. The increase resulted
primarily from an increase in other financing expenses. Other financing expenses
include other interest expense less interest income, and in the second quarter
of 1997, there was a charge of $715,000 relating to the amortization of the
January 1997 Debenture debt discount (see Note 4).
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996
The Company had operating revenues of $2,066,000 for the six months
ended June 30, 1997, compared with revenues of $1,183,000 for the same period a
year ago. The increase in sales is attributable to the expansion of its account
base and sales overseas through certain European distributors.
Research and development expenses were $658,000 for the six months
ended June 30, 1997, compared to $785,000 for the same period a year ago. The
decrease in these costs for the six months ended June 30, 1997, compared to the
same period a year ago, resulted primarily from the recognition of the
development funding.
Other operating and engineering costs were $3,228,000 for the six
months ended June 30, 1997, compared with $2,000,000 for the same period a year
ago. This increase is primarily attributable to higher cost of goods sold
resulting from a significantly higher sales volume and increased production
levels over the same period last year.
Selling, general and administrative expenses were $3,545,000 for the
six months ended June 30, 1997, compared with $3,424,000 for the same period a
year ago. This increase resulted primarily from the addition of administrative
staff.
Financing expenses were $3,150,000 for the six months ended June 30,
1997 compared to $641,000 for the same period a year ago. The increase resulted
primarily from an increase in other financing expenses. Other financing expenses
include other interest expense less interest income, and, in the first quarter
of 1997, a one time charge of $640,000 related to the conversion of warrants to
common stock and a charge of $1,665,000 related to the amortization of the
January 1997 Debenture debt discount (see Note 4). The one time charge consists
of $491,000 of inducement expense directly related to the reduction of the
exercise price as a result of the conversion of certain 1993 and 1994 unsecured
term notes from $9.00 to $7.00, and $149,000 of cash payments to be made in 1997
in lieu of interest.
LIQUIDITY AND CAPITAL RESOURCES
The Company's need for additional funds has continued from period to
period, as a result of its ongoing losses from operations, research and
development activities surrounding the Punctur-Guard(R) blood collection needle
and production processes, its need for additional capital expenditures on molds
and production equipment, its efforts to develop new products, and the expansion
of its staff. To date, the Company has financed its operations primarily through
borrowings and the sale of equity securities. Through June 30, 1997, the Company
has received net proceeds of approximately $29,140,000 through borrowings and
the sale of debt securities and $40,469,000 through the sale of equity
securities. Of the net equity
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proceeds, $17,575,000 was received from its 1995 public offering, $14,191,000
was received from the Company's initial public offering and the balance of
$8,703,000 was received through the private placement of equity securities.
On February 18, 1997, the Nasdaq Stock Market informed the Company that
it would move the Company's securities to the Nasdaq SmallCap Market effective
February 20, 1997, because the Company no longer met the Nasdaq National Market
listing requirements. To maintain its listing on the SmallCap Market, the
Company will need to meet its ongoing listing requirements, including a net
tangible asset requirement of $1,000,000. At June 30, 1997, the Company was not
in compliance with the minimum net tangible asset requirement. However, since
that date, the holders of certain of the Company's convertible Debentures have
effected additional conversions to common stock, which together with a private
placement by the Company of both preferred and common stock, has increased the
Company's net tangible assets to a level as of August 14, 1997 that exceeds the
minimum requirements.
The Company's primary capital requirements for the remainder of 1997
will include additional funds to meet listing requirements and working capital
to sustain ongoing operations including debt service, and to continue its
research and development efforts to improve and increase manufacturing capacity
and capabilities, reduce manufacturing costs, and continue its efforts to
develop new products. The Company is considering the development of a strategic
partnership with one or more major companies to raise additional funds and
assist with the development and expansion of its product line, in addition to
the agreement it already has in place with JJMI on the safety I.V. catheter. Its
overall strategy is to minimize expenditures on new products until such time as
it determines that additional strategic partnerships are feasible. The Company
believes its current resources and expected cost reductions, together with funds
generated from sales of its products and from its recent private placement, will
be sufficient to fund its cash requirements for the near future, excluding any
funds it might receive from strategic partnerships. In addition, the Company is
reviewing opportunities to reduce its operating costs, and intends to develop a
vigorous cost reduction program in the immediate future.
To date the Company has not been adversely impacted by inflation.
PART II. OTHER INFORMATION
Item 2 Changes in Securities
At the Company's 1997 Annual Meeting of Shareholders the shareholders
approved the creation of a class of convertible preferred stock. (See Item 4).
Subsequently, the Board of Directors set the relative rights and preferences of
the Series A preferred stock. Holders of the Series A preferred stock have the
right to receive dividends on such stock prior to the payment of dividends on
the common stock and have the right to receive payments in liquidation prior to
payments in liquidation to holders of common stock.
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ITEM 4. Submission of Matters to a Vote of Security Holders
The Company held its 1997 Annual Meeting of Shareholders on June 25,
1997. Matters that were acted upon included: the election of the Board of
Directors; an amendment to the Company's Certificate of Incorporation; and
ratification of the selection of Price Waterhouse LLP as independent public
accountants for the current fiscal year.
Six persons were elected as members of the Board of Directors. They
included: Ronald A. Haverl, David Himick, Stanley E. Jacke, Richard D.
Ribakove, Carl R. Sahi and Milton Stoller.
The votes cast were as follows:
VOTES FOR VOTES WITHHELD
Ronald A. Haverl 17,103,071 185,271
David Himick 17,146,683 141,659
Stanley E. Jacke 17,141,698 146,644
Richard D. Ribakove 17,186,226 102,116
Carl R. Sahi 17,197,687 90,655
Milton Stoller 17,194,144 94,144
The shareholders approved an amendment to the Company's Certificate of
Incorporation which (a) created a new class of convertible Preferred Stock; (b)
authorized the Board of Directors to set the preferences, limitations and
relative rights of the Preferred Stock; and (c) increased the number of shares
of Common Stock. Three million shares of Preferred Stock were authorized and
the authorized Common Stock was increased to Fifteen Million shares. The
amendment required a vote of all shareholders and a vote of the holders of
Common Stock voting separately as a class. The amendment was approved by the
following vote of the holders of Common Stock: for: 4,032,178; against:
387,692; abstain: 40,085; and by the following vote of all shareholders: for:
14,032,178; against: 387,692; abstain: 40,085. There were 2,828,387, broker
non-votes.
Finally, the shareholders ratified the selection of Price Waterhouse
LLP as the independent accountants to examine the accounts of the Company for
the current fiscal year and to report on Company's financial statements for
that period. The ratification was made by the following vote: for: 17,243,297;
against: 27,630; abstain: 17,415. There were no broker non-votes.
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ITEM 5. Other Information
Ronald A. Haverl and Carl R. Sahi, the sole holders of the Company's
Class A Common Stock have agreed to vote all of their shares of such stock in
accordance with the vote of the Board of Directors on any matter submitted to
the shareholders of the Company for action. In the aggregate, the Class A
Common Stock is entitled to 10,000,000 votes in any such shareholder vote
giving Mr. Haverl and Mr. Sahi effective voting control of the Company on such
matters as the election of directors. They have agreed to relinquish this right
as a partial inducement to investors in the private offering of units of Series
A convertible preferred stock and common stock (See Note-6 "Subsequent
Events"). The Class A Common Stock is subject to mandatory redemption by the
Company on January 1, 1998 for an aggregate redemption price of $20,000.00.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
------- ----------- ----------------
<S> <C> <C>
3.1 Certificate of Incorporation of the Company, Filed with this Report
as amended
4.6 Letter agreement between the Company and Filed with this Report
Ronald A. Haverl and Carl R. Sahi regarding
voting of Class A Common Stock
27 Financial Data Schedule filed with this Report
</TABLE>
(b) Reports on Form 8-K
No reports were filed during the quarter.
12
<PAGE> 15
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 thereunto duly authorized.
Bio-Plexus, Inc.
________________
(Registrant)
August 14, 1997 /s/ Lawrence C. Krampert
______________________ _________________________________
(Date) Lawrence C. Krampert
Chief Executive Officer
August 14, 1997 /s/ Carl R. Sahi
______________________ _________________________________
(Date) Carl R. Sahi
President, and Treasurer (Chief
Financial Officer)
13
<PAGE> 1
EXHIBIT 3.1
CERTIFICATE AMENDING AND RESTATING
THE CERTIFICATE OF INCORPORATION
OF
BIO-PLEXUS, INC.
It is hereby certified that:
FIRST: The name of the Corporation is BIO-PLEXUS, INC.
SECOND: The Certificate of Incorporation of BIO-PLEXUS, INC. is restated
and superseded pursuant to Section 33-362(d) of the Connecticut General Statutes
by the following resolution:
RESOLVED, That the Certificate of Incorporation of the Corporation be, and
hereby is, amended and restated to read as follows:
ARTICLE I
NAME
The name of the Corporation is BIO-PLEXUS, INC.
ARTICLE II
PURPOSES
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be formed under the Stock Corporation Act of the
State of Connecticut, as the same may be amended from time to time.
ARTICLE III
CAPITALIZATION
The aggregate number of shares which the Corporation shall have authority
to issue is One Million Twenty Thousand (1,020,000), which are divided into
three classes: (i) One Hundred Fifty Thousand (150,000) shares of Preferred
Stock, without par value, (the "Preferred Stock"); (ii) Eight Hundred Fifty
Thousand (850,000) shares of Common Stock, without par value (the "Common
Stock"); and (iii) Twenty Thousand (20,000) shares of Class A Common Stock,
without par value (the "Class A Common Stock").
<PAGE> 2
ARTICLE IV
RELATIVE RIGHTS AND PREFERENCES
The relative rights, preferences and limitations of the shares of Common
Stock, Class A Common Stock, and Preferred Stock (to the extent fixed by this
Certificate of Incorporation) are as follows:
A. Common Stock.
Each issued and outstanding share of Common Stock shall entitle the
holder thereof to one vote on any matter submitted to the
shareholders of the Corporation for action.
B. Class A Common Stock
1. Liquidation -- Holders of shares of Class A Common Stock shall
not be entitled to participate in any distribution of the net
assets of the Corporation upon a liquidation, dissolution or
winding up of the affairs of the Corporation, whether such
liquidation, dissolution or winding up is voluntary or
involuntary.
2. Voting Rights -- Each issued and outstanding share of Class A
Common Stock shall entitle the holder thereof to one hundred
(100) votes on any matter submitted to the shareholders of the
Corporation for action. If at any time the Corporation shall
pay a stock dividend or distribution on its Common Stock or
Preferred Stock, or split, subdivide, or combine the
outstanding shares of its Common Stock or Preferred Stock, the
number of votes which a share of Class A Common Stock shall
entitle the holder thereof to exercise shall be
proportionately adjusted as of the date after the record date
for such dividend, distribution, split, subdivision or
combination so as to maintain the relative voting power of the
Class A Common Stock which existed prior to the occurrence of
such event.
3. Dividends -- Holders of shares of Class A Common Stock shall
not be entitled to receive dividends on such shares.
4. Redemption -- On January 1, 2003 and at any time thereafter,
the Corporation may call for redemption, and redeem, all of
the issued and outstanding shares of Class A Common Stock at a
redemption price of One Dollar ($1.00) per share.
- 2 -
<PAGE> 3
Notice of redemption shall be sent by first class mail,
postage pre-paid, to each holder of record of the shares of
Class A Common Stock not less than ten (10) nor more than
twenty (20) days prior to the date of redemption. In the event
that such notice is given, the Corporation shall be obligated
to redeem such shares on the date specified in the notice and
for the redemption price specified herein. All shares of Class
A Common Stock must be redeemed at one time. Upon redemption
and payment as provided herein, the holders of shares of Class
A Common Stock shall have no further right or interest in such
shares.
If on or before the redemption date, the funds necessary for
such redemption have been set aside by the Corporation and
deposited with a bank or trust company, in trust for the pro
rata benefit of the holders of the shares of Class A Common
Stock, then, notwithstanding that any certificates for shares
that have been called for redemption have not been
surrendered, the shares represented thereby shall no longer be
deemed outstanding from and after the redemption date, and all
rights of holders in such shares shall forthwith, after the
redemption date, cease and terminate except for the right to
receive the redemption funds to which they are entitled, but
without interest. Any interest accrued on funds deposited and
unclaimed, shall be paid to the Corporation from time to time.
In case the holders of shares of Class A Common Stock which
have been called for redemption have not, within six years
after the redemption date, claimed the amounts so deposited
for such redemption, any such bank or trust company shall,
upon demand, pay over to the Corporation such unclaimed
amounts and thereupon such bank or trust company shall be
relieved of all responsibility in respect thereof to such
holder and such holder shall look only to the Corporation for
payment thereof.
C. Preferred Stock.
1. Liquidation -- In the event of any liquidation, dissolution,
or winding up of the affairs of the Corporation, whether
voluntary or involuntary, each issued and outstanding share of
Preferred Stock shall entitle the holder of record thereof to
payment at the rate of $20.00 per share (subject to adjustment
as provided herein), or at a rate otherwise established by the
Board of
- 3 -
<PAGE> 4
Directors of the Corporation, before any payment or
distribution of the net assets of the Corporation shall
be made to or set apart for the holders of record of the
issued and outstanding shares of Common Stock in respect
of said shares of Common Stock. The preferential amount
set forth herein shall be appropriately adjusted for
stock splits and stock dividends, stock combinations,
recapitalizations, and other changes to the capital
structure of the Corporation. After setting apart or
paying in full the preferential amounts aforesaid to the
respective holders of record of the issued and
outstanding shares of Preferred Stock, the remaining
net assets, if any, shall be distributed exclusively to
the holders of record of the issued and outstanding
shares of Common Stock, each issued and outstanding
share of Common stock entitling the holder of record
thereof to receive an equal proportion of said remaining
net assets. If the net assets of the Corporation shall
be insufficient to pay in full the preferential amounts
to which the holders of record of all the outstanding
shares of Preferred Stock are respectively entitled as
aforesaid, the entire net assets of the Corporation
shall be distributed ratably to the holders of all the
outstanding shares of Preferred Stock in proportion to
the full amounts to which they are respectively
entitled, and the holders of shares of Common Stock
shall in no event be entitled to participate in the
distribution of said net assets in respect of their
shares of Common Stock. Without excluding any other
proceeding which does not in fact effect a liquidation,
dissolution, or winding up of the Corporation, a merger
or consolidation of the Corporation into or with any
other corporation, a merger of any other corporation
into the Corporation, or a sale, lease, mortgage,
pledge, exchange, transfer or other disposition by the
Corporation of all or substantially all of its assets
shall not be deemed, for the purposes of this paragraph,
to be a liquidation, dissolution, or winding up of the
Corporation.
2. Voting Rights - Each issued and outstanding share of
Preferred Stock shall entitle the holder thereof to one
vote on any matter submitted to the shareholders of the
Corporation for action.
- 4 -
<PAGE> 5
3. Conversion.
(a) Optional Conversion. Subject to the terms and conditions herein
contained, any or all of the shares of Preferred Stock shall be convertible at
any time and from time to time, at the option of each holder of record thereof,
into fully paid and nonassessable shares of Common Stock upon surrender to the
Corporation or its designee of the certificate or certificates representing the
shares of Preferred Stock to be converted, together with at least ten (10) days
prior written notice of the election to convert; and, upon receipt by the
Corporation or its designee of such surrendered certificate or certificates,
such holder shall be entitled to receive a certificate or certificates
representing the share(s) of Common Stock into which such share(s) of
Preferred Stock are convertible, and such holder shall be deemed to be a
holder of record of said shares of Common Stock as of the expiration of ten
(10) days from the time of said receipt by the Corporation or its designee.
(b) Mandatory Conversion. All of the shares of Preferred Stock shall
be automatically converted, immediately and without further action of the
holder, into fully paid and non-assessable shares of Common Stock, upon the
Board of Directors of the Corporation voting to authorize any of the following
actions:
(i) a merger or consolidation of the Corporation into, or
with, another corporation;
(ii) the sale of all or substantially all of the assets of
the Corporation;
(iii) the sale of shares of Common Stock or Preferred Stock
pursuant to a registered public offering; and
(iv) the amendment of this Certificate of Incorporation to
effect a financing for the Corporation.
Promptly upon written notice by the Corporation to the holder of record
of shares of Preferred Stock notifying such holder of the automatic
conversion of such shares, the holder thereof shall surrender to the
Corporation or its designee, the
-5-
<PAGE> 6
certificate or certificates representing such shares and upon receipt by
the Corporation or its designee of such surrendered certificate or
certificates, such holder shall be entitled to receive a certificate or
certificates representing share(s) of Common Stock into which such
shares of Preferred Stock have been converted.
(c) Adjustment. The number of shares of Common Stock into which a
share of Preferred Stock may be converted shall be adjusted upon the
Corporation (1) declaring a dividend payable in shares of Common Stock; (2)
sub-dividing the outstanding shares of Common Stock; (3) combining the
outstanding shares of Common Stock; or (4) issuing any securities by
recapitalization or reclassification of the shares of Common Stock. The
conversion rate in effect immediately before the happening of that one of the
foregoing events which shall have happened shall be proportionately increased
or decreased, as the case may require. Such adjustment shall be effective
immediately after the opening of business on the day next following the record
date for determination of holders of Common Stock entitled to receive such
dividend or the day upon which each subdivision, combination or
reclassification shall become effective.
(d) Conversion Rate, Cancellation, Reservation of Shares. The basis
for conversion of shares of Preferred Stock to Shares of Common Stock shall be
one (1) share of Common Stock for each share of Preferred Stock which is
converted, subject to adjustment as provided above. Any shares of Preferred
Stock which have been converted shall be cancelled. Except as such requirement
may otherwise be dispensed with by law, the Board of Directors of the
Corporation shall at all times reserve a sufficient number of authorized but
unissued, shares of Common Stock, which shall be issued only in satisfaction
of the conversion rights and privileges aforesaid.
ARTICLE V
PREEMPTIVE RIGHTS
The shareholders shall have no preemptive rights, as such rights are
described in Section 33-343 of the Connecticut Stock Corporation Act, in any
shares, warrant, right, convertible security, or other security however
described, issued by the Corporation.
- 6 -
<PAGE> 7
ARTICLE VI
PERSONAL LIABILITY
The personal liability of a director to the Corporation or its
shareholders for monetary damages for breach of duty as a director shall be
limited to an amount that is equal to the compensation received by the
director for serving the Corporation during the year of the violation if such
breach did not: (a) involve a knowing and culpable violation of law by the
director; (b) enable the director or an associate, as defined in subdivision
(3) Section 33-374d of the Connecticut General Statutes, to receive an improper
personal economic gain; (c) show a lack of good faith and a conscious disregard
for the duty of the director to the Corporation under circumstances in which
the director was aware that his conduct or omission created an unjustifiable
risk of serious injury to the Corporation; (d) constitute a sustained and
unexcused pattern of inattention that amounted to an abdication of the
director's duty to the Corporation; or (e) create liability under Section
33-321 of the Connecticut General Statutes.
ARTICLE VII
STATED CAPITAL
The minimum amount of stated capital with which the Corporation shall
commence business is One Thousand Dollars ($1,000.00).
THIRD: This Restated Certificate of Incorporation shall give effect to
the new amendments set forth herein and purports to restate all those
provisions now in effect not being amended by such new amendments.
FOURTH: This Restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision of the
Certificate of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
FIFTH: The manner of adopting the resolution was by the board of
directors and shareholders pursuant to Section 33-360 of the Connecticut
General Statutes. No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required For Adoption: 207,970
Vote Favoring Adoption: 305,513
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
-7-
<PAGE> 8
Dated at Tolland, Connecticut, this 12th day of October, 1992.
/s/ Carl R. Sahi /s/ Susan B. Pellerin
- --------------------------------- ------------------------------------
Carl R. Sahi, Susan B. Pellerin,
President Assistant Secretary
-8-
<PAGE> 9
CERTIFICATE AMENDING THE
CERTIFICATE OF INCORPORATION
OF
BIO-PLEXUS, INC.
It is hereby certified that:
FIRST: The name of the Corporation is BIO-PLEXUS, INC.
SECOND: The Certificate of Incorporation of the Corporation is amended
pursuant to Connecticut General Statute Section 33-360 by the following
resolution:
RESOLVED, that the Certificate of Incorporation of Bio-Plexus, Inc. be,
and hereby is, amended as follows:
1. Article III Capitalization is amended to read as follows:
ARTICLE III
CAPITALIZATION
The aggregate number of shares which the Corporation shall have
authority to issue is Ten Million Twenty Thousand (10,020,000),
which are divided into two classes: (i) Ten Million (10,000,000)
shares of Common Stock, without par value (the "Common Stock");
and (ii) Twenty Thousand (20,000) shares of Class A Common
Stock, without par value (the "Class A Common Stock").
2. Article IV Relative Rights and Preferences, the introductory
language is amended to read as follows:
The relative rights, preferences and limitations of the
shares of Common Stock and Class A Common Stock are as follows:
3. Article IV, Section B.2, Class A Common Stock, Voting Rights is
amended to read as follows:
2. Voting Rights -- Each issued and outstanding share of
Class A Common Stock shall entitle the holder thereof to
one hundred (100) votes on any matter submitted to the
shareholders of the Corporation for action. If at any
time the Corporation shall pay a stock dividend or
distribution on its Common Stock or split, subdivide, or
combine the outstanding shares of its Common Stock, the
number of votes which a share of Class A Common Stock
shall entitle the holder thereof to exercise shall be
proportionately adjusted as of the date after the record
date for such dividend, distribution, split, subdivision
or
<PAGE> 10
combination so as to maintain the relative voting power
of the Class A Common Stock which existed prior to the
occurrence of such event.
4. Article IV, Section B.4, Class A Common Stock, Redemption, the
first full paragraph is amended to read as follows:
4. Redemption -- The Corporation shall call for redemption
and redeem on January 1, 1998 all shares of Class A
Common Stock which remain outstanding on that date at a
redemption price of One Dollar ($1.00) per share. Notice
of redemption shall be sent by first class mail, postage
pre-paid, to each holder of record of the shares of
Class A Common Stock not less than ten (10) nor more
than twenty (20) days prior to the date of redemption.
Such notice shall direct such holder to surrender the
certificate representing the shares of Class A Common
Stock in exchange for payment of the redemption price.
Upon redemption and payment as provided herein, the
holders of shares of Class A Common Stock shall have no
further right or interest in such shares.
5. Article IV, Section C, Preferred Stock is deleted and
conforming changes made to the balance of the Certificate of
Incorporation reflecting the elimination of the class of
Preferred Stock.
THIRD: The foregoing resolutions were adopted pursuant to Connecticut
General Statute Section 33-360 by the Board of Directors and shareholders of
the Corporation.
FOURTH: The aggregate number of shares issued and outstanding is
492,178. The issued and outstanding shares are divided into: 472,178 shares of
Class Common Stock and 20,000 shares of Class A Common Stock. Holders of Class
Common Stock and Class A Common Stock have the right to vote separately as a
class. Each share is entitled to one vote in each class vote. Holders of Class A
Common Stock have 100 votes for each share of Class A Common Stock in each vote
of the shareholders voting as a single class. The shareholders vote on the
amendment was as follows:
* Common Shareholders
Vote required for adoption: 236,090
Vote favoring adoption: 308,649
* Class A Common Shareholders
Vote required for adoption: 10,001
Vote favoring adoption: 20,000
* All Shareholders
Vote required for adoption: 1,236,090
Vote favoring adoption: 2,308,649
<PAGE> 11
FIFTH: The Corporation has as at least one hundred recordholders as
defined in subsection a of Section 33-311a of the Connecticut General Statutes.
We hereby declare under penalties of false statement that the
statements made in the foregoing Certificate are true.
Signed in Tolland, Connecticut, this 22nd day of October, 1993.
/s/ Carl R. Sahi /s/ Susan B. Pellerin
- ------------------------------ ------------------------------
Carl R. Sahi Susan B. Pellerin
President Assistant Secretary
F I L E D
DATE OF CONNECTICUT
OCT 27, 1993
/s/ [illegible]
- ---------------------------
SECRETARY OF THE STATE
A.M.
[illegible] Time 2 P.M.
- ----------- ---
- 3 -
<PAGE> 12
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
- -------------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Bio-Plexus, Inc.
- -------------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
[X] A. Amended only, pursuant to Conn. Gen. Stat. Section 33-360.
[ ] B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
[ ] C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a).
[ ] D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
[ ] E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an
8 1/2 X 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9.
RESOLVED, that Article III, Capitalization of the Certificate of
Incorporation of the Company be, and hereby is, amended to increase from Ten
Million (10,000,000) to Twelve Million (12,000,000) the number of shares of
Common Stock, without par value, which the Company shall have authority to
issue.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one) N/A
[ ] A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented
and amended to date, and there is no discrepancy between the provisions
of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation. (If 3A is checked, go to 5 & 6 to complete this
certificate.).
[ ] B. This Restated Certificate of Incorporation shall give effect to
the amendment(s) and purports to restate all those provisions now in
effect not being amended by such new amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true) N/A
[ ] This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the
Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
<PAGE> 13
The manner of adopting the resolution was as follows: (Check one A, or B, or C)
[X] A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or
(ii), and check (iii) if applicable.)
(i) [ ] No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ______________________________
Vote Favoring Adoption __________________________________
(ii) [X] There are shares of more than one class entitled to
vote as a class. The designation of each class required for
adoption of the resolution and the vote of each class in favor
of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed.
Conn. Gen. Stat. Sections 1-9.)
See Exhibit 1.
(iii) [X] Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. Section
33-311a(a).
[ ] B. By the board of directors acting along, pursuant to Conn. Gen.
Stat. Sections 33-360)b)(2) or 33-362(a).
The number of affirmative votes required to adopt such
resolution is: _________________________
The number of directors' votes in favor of the resolution
was: _____________________________
We hereby declare, under the penalties of false statement, that the statements
made in the foregoing certificate are true:
<TABLE>
(Print or Type) Signature (Print or Type) Signature
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------
Name of Pres. Name of Sec.
Carl R. Sahi /s/ Carl R. Sahi Nancy S. Lautenbach /s/ Nancy S. Lautenbach
- -------------------------------------------------------------------------------------------------------
</TABLE>
[ ] C. The corporation does not have any shareholders. The resolution
was adopted by vote of at least two-thirds of the incorporators
before the organization meeting of the corporation, and approved
in writing by all subscribers for shares of the corporation. If
there are no subscribers, state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
- -------------------------------------------------------------------------------
Signed Incorporator Signed Incorporator Signed Incorporator
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Signed Subscriber Signed Subscriber Signed Subscriber
- -------------------------------------------------------------------------------
(Use an 8 1/2 x 11 attached sheet if more space is needed.
Conn. Gen. Stat. Sections 1-9)
6. Dated at Vernon, CT this 30th day of July, 1996.
Rec, CC, GS: (Type or Print)
-----------------------------------------------
Pepe & Hazard Attn: A.C. Brown
Goodwin Square
Hartford, CT 06102-4302
Please provide filer's name and complete
address for mailing receipt.
<PAGE> 14
Exhibit 1
A vote of holders of not less than a majority of the voting power of the issued
and outstanding shares of capital stock of the Corporation was required to
adopt the foregoing resolution. Each holder of shares of Common Stock was
entitled to one vote for each share and each holder of shares of Class A Common
Stock was entitled to five hundred votes for each share. 8,446,318 votes
represent a majority of the voting power of the issued and outstanding shares
of capital stock. 15,921,489 votes were cast to adopt the resolution.
The vote of holders of not less than a majority of the voting power of
the issued and outstanding shares of Common Stock was required to adopt the
foregoing resolution. Each holder of shares of Common Stock was entitled to one
vote for each share in such class vote. 3,446,318 votes represent a majority of
the voting power of the issued and outstanding shares of Common Stock.
5,921,489 votes were cast to adopt the resolution.
The vote of holders of not less than a majority of the voting power of
the issued and outstanding shares of Class A Common Stock was required to adopt
the foregoing resolution. Each holder of shares of Class A Common Stock was
entitled to one vote for each share in such class vote. 10,001 votes represent
a majority of the voting power of the issued and outstanding shares of Class A
Common Stock. 20,000 votes were cast to adopt the resolution.
Page 1 of 1
<PAGE> 15
CERTIFICATE OF CORRECTION OF
CERTIFICATE OF AMENDMENT
OF
BIO-PLEXUS, INC.
1. This Certificate of Correction of Bio-Plexus, Inc. (the "Corporation")
corrects the Certificate of Amendment of the Corporation filed with and
recorded by the Secretary of the State of Connecticut on the 2nd day of
August, 1996, (the "Certificate").
2. On July 11, 1996, the Shareholders of the Corporation adopted two
resolutions amending the Corporation's Certificate of Incorporation.
One resolution increased the number of authorized shares of Common
Stock under Article II and the second resolution added a new Article
VIII.
3. The Certificate contained an incorrect statement by including the first
resolution and related vote but inadvertently failing to include the
second resolution and related vote. To correct the certificate, the
missing resolution and vote information for the omitted resolution are
set forth below:
RESOLVED, that the Certificate of Incorporation of the
Corporation be and hereby is amended by adding the following
new Article VIII:
ARTICLE VIII
COMMITTEES
The Board of Directors shall have the authority to create one
or more committees of the Board of Directors and to delegate
to such committees all or such portion of the power and
authority of the Board of Directors as the Board shall
determine, such determination being conclusively evidenced by
the passage of a resolution or resolutions of the Board
establishing one or more committees and delegating such power
and authority.
A vote of holders of not less than a majority of the voting power of
the issued and outstanding shares of capital stock of the Corporation was
required to adopt the foregoing resolution. Each holder of shares of Common
Stock was entitled to one vote for each share and each holder of shares of Class
A Common Stock was entitled to five hundred votes for each share. 8,446,318
votes represent a majority of the voting power of the issued and outstanding
shares of capital stock. 15,991,063 votes were cast to adopt the foregoing
resolution.
Dated this 27th day of June, 1997.
/s/ Ronald A. Haverl
-------------------------------------
Ronald A. Haverl
Chairman of the Board of Directors
<PAGE> 16
CERTIFICATE OF AMENDMENT
OF
BIO-PLEXUS, INC.
1. The name of the corporation is Bio-Plexus, Inc. (the "Corporation")
2. The Certificate of Incorporation of the Corporation is amended as
follows:
FIRST: Article III, Capitalization, is amended and restated to read as
follows:
ARTICLE III
CAPITALIZATION
The aggregate number of shares which the Corporation shall
have authority to issue is Eighteen Million Twenty Thousand
(18,020,000), which are divided into three classes: (i) Three Million
(3,000,000) shares of Preferred Stock, without par value (the
"Preferred Stock"); (ii) Fifteen Million (15,000,000) shares of Common
Stock, without par (the "Common Stock"); and (iii) Twenty Thousand
(20,000) shares of Class A Common Stock, without par value (the "Class
A Common Stock").
SECOND: Article IV, Relative Rights and Preferences, the introductory
language is amended and restated to read as follows:
The relative rights, preferences and limitations of the shares
of Common Stock, Class A Common Stock, and Preferred Stock (to the
extent fixed by this Certificate of Incorporation) are as follows:
THIRD: Article IV, Section B.2, Class A Common Stock, Voting Rights, is
amended and restated to read as follows:
Each issued and outstanding share of Class A Common Stock
shall entitle the holder thereof to five hundred (500) votes on any
matter submitted to the shareholders of the Corporation for action. If
at any time the Corporation shall pay a stock dividend or distribution
on its Common Stock or Preferred Stock, or split, subdivide, or combine
the outstanding shares of its Common Stock or Preferred Stock, the
number of votes which a share of Class A Common Stock shall entitle the
holder thereof to exercise shall be proportionately adjusted as of the
date after the record date for such dividend, distribution, split,
subdivision or combination so as to maintain the relative voting power
of the Class A Common Stock which existed prior to the occurrence of
such event.
<PAGE> 17
FOURTH: A new Section C, Preferred Stock, is added to Article IV. Such
Section shall read as follows:
The Board of Directors may establish one or more series of
Preferred Stock and shall determine the preferences, limitations and
relative rights of the class of Preferred Stock and any series of the
class.
3. The resolution was approved by the shareholders at the Corporation's
Annual Meeting on June 25, 1997. As of the record date (May 19, 1997)
the Corporation had two classes of capital stock: Common Stock and
Class A Common Stock. On the record date there were 7,809,427 shares of
Common Stock and 20,000 shares of Class A Common Stock issued and
outstanding and entitled to vote at the meeting. In the vote on the
amendment by the shareholders as a single voting group each share of
Common Stock was entitled to one vote and each share of Class A Common
Stock was entitled to five hundred (500) votes. Each class was also
entitled to vote separately as a class on the amendment. The number of
votes indisputably represented at the meeting were: (i) 7,288,342
Common Stock votes, voting separately as a class, and voting together
with the Class A Common; and (ii) 20,000 Class A Common votes, voting
separately as a class, and 10,000,000 Class A Common votes, voting
together with the Common Stock. Included in the 7,288,342 Common Stock
votes represented at the meeting were 2,828,387 broker non-votes. The
vote on the amendment was as follows:
Class A and Common voting together
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<C> <C> <C>
14,032,178 387,692 40,085
</TABLE>
Class A and Common voting as separate voting groups
Class A
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<C> <C> <C>
20,000 --- ---
</TABLE>
Common
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<C> <C> <C>
4,032,178 387,692 40,085
</TABLE>
-2-
<PAGE> 18
The number of votes cast for the amendment by each class was
sufficient for approval by such class and the votes cast for
the amendment by all shareholders voting together as a single
group was sufficient for approval by all shareholders.
4. Dated this 27th day of June, 1997.
/s/ Ronald A. Haverl
------------------------------------
Ronald A. Haverl, Chairman of the
Board of Directors
-3-
<PAGE> 19
CERTIFICATE OF AMENDMENT
OF
BIO-PLEXUS, INC.
FIRST The name of the corporation is Bio-Plexus, Inc. (the
"Corporation").
SECOND The Board of Directors adopted the following resolution on
July 24, 1997 amending the Certificate of Incorporation, in
part, to increase the number of shares designated as Series A
Preferred Stock and thereby decrease the number of shares
designated as Preferred Stock.
RESOLVED, that the Certificate of Incorporation of Bio-Plexus, Inc.
(the "Corporation") be and hereby is amended as follows to amend and restate the
preferences, limitations and relative rights of the Series A Preferred Stock:
1. Designation and Amount
There is hereby established a series of Preferred Stock which
is designated as the Series A Preferred Stock (the "Series A Preferred Stock").
The authorized number of shares of Series A Preferred Stock shall be 1,250,000
shares. The issuance price of the Series A Preferred Stock (the "Issuance
Price") shall be four dollars ($4.00) per share.
2. Dividends
a. General
The holders of the Series A Preferred Stock shall be
entitled to receive, when and as declared by the Board of Directors, out of
funds legally available therefor, cumulative cash dividends, at the rate of 5%
of the Issuance Price per annum per share from the date of issuance. Such
cumulative dividends shall be payable quarterly, in arrears, on the thirtieth
day of each October, January, April and July commencing October 30, 1997.
b. Dividends cumulative
Dividends on the Series A Preferred Stock shall
accrue and be cumulative from the date of issuance, whether or not there are
funds of the Corporation legally available for the payment of such dividends in
any dividend period.
c. Restrictions on Dividend Payments
So long as any shares of Series A Preferred Stock
shall be outstanding, no dividend shall be declared or paid or set apart for
payment on the Common Stock until all accrued and unpaid dividends on the Series
A Preferred Stock have been paid in full, or declared and
sufficient funds set aside for payment thereof.
<PAGE> 20
3. Liquidation Preference
In the event of any liquidation, dissolution, or winding up of
the affairs of the Corporation, whether voluntary or involuntary, each issued
and outstanding share of Series A Preferred Stock shall entitle the holder of
record thereof to payment at a rate per share equal to the Issuance Price
(subject to adjustment as provided herein) plus accrued and unpaid dividends
thereon, before any payment or distribution of the net assets of the Corporation
shall be made to or set apart for the holders of record of the issued and
outstanding shares of Common Stock in respect of said shares of Common Stock.
The preferential amounts set forth herein shall be appropriately adjusted for
stock splits and stock dividends, stock combinations, recapitalization, and
other changes to the capital structure of the Corporation. After setting apart
or paying in full the preferential amounts aforesaid to the respective holders
of record of the issued and outstanding shares of Series A Preferred Stock, the
remaining net assets, if any, shall be distributed exclusively to the holders of
record of the issued and outstanding shares of Common Stock, each issued and
outstanding share of Common Stock entitling the holder of record thereof to
receive an equal proportion of said remaining net assets. If the net assets of
the Corporation shall be insufficient to pay in full the preferential amounts to
which the holders of record of all the outstanding shares of Series A Preferred
Stock are respectively entitled as aforesaid, the entire net assets of the
Corporation shall be distributed ratably to the holders of all the outstanding
shares of Series A Preferred Stock in proportion to the full amounts to which
they are respectively entitled, and the holders of shares of Common Stock shall
in no event be entitled to participate in the distribution of said net assets in
respect of their shares of Common Stock.
4. Voting Rights
Each issued and outstanding share of Series A Preferred Stock
shall entitle the holder thereof to one vote on any matter submitted to the
shareholders of the Corporation for action.
5. Conversion
a. General
Shares of Series A Preferred Stock may be converted,
at the option of the holder thereof, into fully paid and nonassessable shares of
Common Stock of the Corporation. The shares of Series A Preferred Stock will be
converted into shares of Common Stock at a price (the "Conversion Price") equal
to the greater of (i) two dollars and fifty cents ($2.50) per share (the
"Minimum Conversion Price"); and (ii) 85% of the Market Price of the shares of
Common Stock on the date notice of conversion is filed by the holder with the
Corporation. As used herein, the term "Market Price" shall mean the average
closing bid price of the Common Stock (as reported by Bloomberg, L.P.) over the
ten (10) consecutive trading days ending on the trading day prior to the date
that notice of conversion is filed by the holder with the Corporation. If the
closing bid price of the Common Stock is not reported by Bloomberg L.P., the
Market Price shall be determined in good faith by the Corporation's Board of
Directors. The number of shares of Common Stock to be issued for each share of
Series A Preferred Stock being converted shall be
-2-
<PAGE> 21
an amount determined by dividing: (i) the Issuance Price plus the value of
accrued and unpaid dividends on such share of Series A Preferred Stock by (ii)
the Conversion Price.
b. Adjustments
i. The Issuance Price, Minimum Conversion Price
and the kind and amount of securities and
property for which the shares of Series A
Preferred Stock may be converted, shall be
subject to adjustment from time to time as
set forth herein. If, at any time after the
issuance of the Series A Preferred Stock,
the Corporation shall (A) declare or pay a
dividend or make a distribution to all
holders of the Common Stock in shares of
Common Stock, (B) subdivide its outstanding
shares of Common Stock into a greater number
of shares or (C) combine its outstanding
shares of Common Stock into a smaller number
of shares, then the Issuance Price and
Minimum Conversion Price, in effect
immediately prior to such action shall be
appropriately adjusted to reflect such
dividend, subdivision or stock combination.
Such adjustment shall be effective
immediately after the opening of business on
the day next following the record date for
determination of holders of Common Stock
entered to receive such dividend, or the day
upon which such subdivision, combination or
reclassification shall become effective. If
the adjustment occurs during the period that
the Conversion Price is being calculated,
appropriate adjustment shall also be made to
that value.
ii. No adjustment shall be made hereunder unless
such adjustment would result in an increase
or decrease of at least one percent (1%) of
the Issuance Price or Minimum Conversion
Price. Any change that would require an
adjustment but for this provision shall be
carried forward and taken into account in
determining whether a subsequent adjustment
should be made.
iii. If any event, shall occur during the period
that the Conversion Price is being
calculated which would cause an adjustment
to the Conversion Price and such event is
not otherwise addressed herein, the Board of
Directors shall in good faith adjust the
Conversion Price to reflect the occurrence
of such event.
iv. Upon any adjustment under this Section 5(b),
then and in each such case the Corporation
shall give written notice thereof, by first
class mail, postage prepaid, addressed to
each holder of Series A Preferred Stock, at
the address of such holder as shown on the
books of the Corporation, which notice shall
state the adjustments being made and shall
state in reasonable detail the method of
calculation and the facts upon which the
calculation is based.
-3-
<PAGE> 22
c. Reorganization, Reclassification, Consolidation, Merger or
Sale
If any capital reorganization or reclassification of
the capital stock of the Corporation, or any consolidation or merger of the
Corporation with another corporation, or the sale of all or substantially all of
its assets to another corporation shall be effected in such a way (including,
without limitation, by way of consolidation or merger) that holders of Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for Common Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and adequate provisions
shall be made whereby each holder of a share or shares of Series A Preferred
Stock shall thereafter have the right to receive, upon the basis and upon the
terms and conditions specified herein and in lieu of the shares of Common Stock
of the Corporation immediately theretofore receivable upon the conversion of
such shares, such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of shares of Common Stock into which such
shares of Series A Preferred Stock, were convertible immediately before such
reorganization, reclassification, consolidation, merger or sale, and in any such
case appropriate provision shall be made with respect to the rights and
interests of such holder to the end that the provisions hereof shall thereafter
be applicable, as nearly as practicable, in relation to any shares of stock,
securities or assets thereafter deliverable upon the exercise of such conversion
rights. The Corporation will not effect any consolidation or merger unless prior
to the consummation thereof the successor corporation (if other than the
Corporation) resulting from such consolidation or merger shall assume by written
instrument, executed and mailed or delivered to each holder of shares of Series
A Preferred Stock at the last address of such holder appearing on the books of
the Corporation, the obligation to deliver to such holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to receive.
d. Notices
If, at any time while shares of Series A Preferred
Stock are outstanding, the Corporation shall (i) declare a dividend (or any
other distribution) on its Common Stock, other than in cash, or (ii) reclassify
its Common Stock (other than through a subdivision or combination thereof or a
change in par value) or become a party to any consolidation or merger or sale or
transfer of all or substantially all of the assets of the Corporation, for which
approval of the holders of its capital stock is required, then the Corporation
shall cause to be mailed to registered holders of Series A Preferred Stock, at
their last addresses as they shall appear on the books of the Corporation, at
least thirty (30) days prior to the applicable record date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend or distribution, or, if a record is not to be
taken, the date as of which holders of Common Stock of record who shall be
entitled to such dividend or distribution are to be determined, or (y) the date
on which any such reclassification, consolidation, merger, sale or transfer is
expected to become effective, and the date as of which it is expected that
holders of record of Common Stock shall be entitled to exchange their Common
Stock for securities or other property, if any, deliverable upon such
reclassification, consolidation, merger, sale or transfer. Failure to give or
receive the notice required by this Paragraph (d) or any defect therein shall
not affect the legality or validity of any
-4-
<PAGE> 23
such dividend, distribution, reclassification, consolidation, merger, sale,
transfer or other action.
e. Exercise of Conversion Rights
The holder of any shares of Series A Preferred Stock
may exercise such holder's option to convert such shares into shares of Common
Stock only by surrendering for such purpose to the Corporation the certificates
representing the shares to be converted, accompanied or preceded by written
notice (which may be transmitted by telecopier) that such holder elects to
convert such shares in accordance with the provisions of this Section 5. Said
notice shall also state the name or names (with addresses) in which the
certificate or certificates for shares of Common Stock which shall be issuable
on such conversion shall be issued. Each certificate or certificates surrendered
for conversion shall, unless the shares issuable on conversion are to be issued
in the same name as that in which such certificate or certificates are
registered, be accompanied by instruments of transfer, in form satisfactory to
the Corporation, duly executed by the holder or his duly authorized attorney.
Each conversion shall be deemed to have been effected on the date on which such
notice shall have been received by the Corporation, provided that the
certificates to which such notice relates are received by the Corporation no
later than the tenth business day following the date of receipt of such notice,
and the person or persons in whose name or names any certificate or certificates
for shares of Common Stock shall be issuable upon such conversion shall be
deemed to have become on said date the holder or holders of record of the shares
represented thereby notwithstanding that the transfer books of the Corporation
may then be closed or that certificates representing such shares of Common Stock
shall not then be actually delivered to such person. Within ten business days
after receipt of the certificates representing the shares to be converted and
the notice of conversion, the Corporation shall issue and deliver to the person
or person entitled to receive the same a certificate or certificates
representing the number of shares of Common Stock issuable upon such conversion.
f. Fractional Shares
No fractional shares of Common Stock shall be issued
in connection with the conversion of shares of Series A Preferred Stock into
Common Stock. Instead of any factional share of Common Stock which would
otherwise be issuable on conversion, the Corporation shall pay a cash adjustment
with respect to such fractional share computed on the basis of the then current
Market Price.
g. Stock to be Reserved
The Corporation will at all times reserve and keep
available out of its authorized Common Stock or its treasury shares, solely for
the purpose of issuance upon the conversion of the shares of Series A Preferred
Stock , such number of shares of Common Stock as shall then be issuable upon the
conversion of all outstanding shares of Series A Preferred Stock. The
Corporation covenants that all shares of Common Stock which shall be so issued
shall be duly and validly issued and fully paid and nonassessable and free from
all taxes, liens and charges with respect to the issue thereof.
-5-
<PAGE> 24
h. No Reissuance of Shares
Shares of Series A Preferred Stock which are
converted into shares of Common Stock as provided herein shall not be reissued.
i. Issue Tax
The issuance of certificates for shares of Common
Stock upon conversion of shares of Series A Preferred Stock shall be made
without charge to the holders thereof for any issuance tax in respect thereof,
provided that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the shares of Series A
Preferred Stock, which are being converted.
j. Closing of Books
The Corporation will at no time close its transfer
books against the transfer of any shares of Series A Preferred Stock or of any
shares of Common Stock issued or issuable upon the conversion of any shares of
Series A Preferred Stock in any manner which interferes with the timely
conversion of the Series A Preferred Stock.
THIRD The amendment was adopted by the Board of Directors without
shareholder action. No shareholder vote was required for
adoption.
FOURTH Dated this 25th day of July, 1997.
/s/ Ronald A. Haverl
-----------------------------------
Ronald A. Haverl, Chairman of the
Board of Directors
-6-
<PAGE> 1
[BIO-PLEXUS LETTERHEAD]
Larry C. Krampert
Chief Executive Officer
Bio-Plexus, Inc.
384 Merrow Road
Tolland, CT 06084
Re: Class A Common Stock
--------------------
Dear Larry:
This letter will evidence our agreement to vote all of our shares of Class
A Common Stock of Bio-Plexus, Inc. (the "Company") in accordance with the vote
of the Board of Directors of the Company on any matter submitted to the
shareholders of the Company. This agreement shall remain in effect until such
shares are redeemed by the Company. This letter is being given to you to assist
in inducing the purchase of Series A Preferred Stock by certain prospective
investors.
Very truly yours,
Ronald A. Haverl
/s/ Ronald A. Haverl
Carl R. Sahi
/s/ Carl R. Sahi
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 887,000
<SECURITIES> 0
<RECEIVABLES> 650,000
<ALLOWANCES> 0
<INVENTORY> 1,812,000
<CURRENT-ASSETS> 3,758,000
<PP&E> 8,072,000<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,519,000
<CURRENT-LIABILITIES> 4,838,000
<BONDS> 7,820,000
0
0
<COMMON> 54,307,000
<OTHER-SE> 169,000<F2>
<TOTAL-LIABILITY-AND-EQUITY> 12,519,000
<SALES> 2,066,000
<TOTAL-REVENUES> 3,566,000
<CGS> 0
<TOTAL-COSTS> 7,431,000
<OTHER-EXPENSES> 728,000<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,422,000
<INCOME-PRETAX> 7,015,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 7,015,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,015,000
<EPS-PRIMARY> 0.92
<EPS-DILUTED> 0.92
<FN>
<F1>This value is net of depreciation.
<F2>Value represents redeemable common stock and redeemable common stock warrants.
<F3>Amount includes $90,000 of interest income.
</FN>
</TABLE>
