<PAGE> 1
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 16, 1997
BIO-PLEXUS, INC.
(Exact name of Registrant as specified in its Charter)
Connecticut 0-24128 06-1211921
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
384 Q Merrow Road, Tolland, Connecticut 06084
(Address of Principal Executive Offices) (zip code)
(860) 871-8601
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 5. - OTHER EVENTS
The Common Stock of Bio-Plexus, Inc. (the "Company") began listing on
the Nasdaq SmallCap Market on February 20, 1997. The stock had previously been
listed on the Nasdaq National Market. As noted in the Company's Form 10-Q for
the quarter ended June 30, 1997, the Company was not in compliance with the
minimum net tangible asset requirement of $1,000,000 on June 30, 1997. However,
since that date, the holders of certain of the Company's convertible debentures
have effected additional conversions to common stock, and a private placement by
the Company of both preferred and common stock is in process as of this filing
date. The combination of these transactions has increased the Company's net
tangible assets to a level that exceeds the minimum requirements. Financial
statements reflecting these transactions are included (Exhibit 99.2) for
reference.
Net Loss per Common Share
The terms of conversion of the Series A Preferred stock issued during
the two months ended August 31, 1997 afforded the holders a conversion price
lower than the market price of the common stock at the time of issuance. The
difference between the conversion price and market price is an imputed dividend
for purposes of calculating net loss per common share although no assets of the
Company will ever be expended. The imputed dividend amounts to $500,000, and had
the effect of increasing the loss per share for the two months ended August 31,
1997 by $.06. It should be noted that the imputed dividend has been given no
other accounting recognition in the financial statements of the Company for that
period and there will be no recognition given in the future.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
The following exhibits are filed as part of this report:
EXHIBIT NO. DESCRIPTION
27.1 Financial Data Schedule for period ended August 31, 1997
99.2 Financial Statements related to Nasdaq SmallCap Market Listing
(a) Condensed Balance Sheet at August 31, 1997
(b) Condensed Statement of Operations for two months ended
August 31, 1997
<PAGE> 3
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.
BIO-PLEXUS, INC.
/s/ LAWRENCE C. KRAMPERT
By_________________________
Lawrence C. Krampert
Chief Executive Officer
/s/ CARL R. SAHI
By_________________________
Carl R. Sahi
President, and Treasurer (Chief
Financial Officer)
Date: September 16, 1997
<PAGE> 4
BIO-PLEXUS, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
27.1 Financial Data Schedule for period ended August 31, 1997
99.2 Financial Statements related to Nasdaq SmallCap Market listing
(a) Condensed Balance Sheet at August 31, 1997
(b) Condensed Statement of Operations for two months
ended August 31, 1997
</TABLE>
<PAGE> 1
EXHIBIT 99.2
BIO-PLEXUS, INC.
CONDENSED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
AUGUST 31,
1997
------------
ASSETS
Current assets:
<S> <C>
Cash and cash equivalents $ 2,450,000
Accounts receivable 434,000
Inventories
Raw materials 1,080,000
Work-in-process 297,000
Finished goods 387,000
------------
1,764,000
------------
Other current assets 366,000
------------
Total current assets 5,014,000
------------
Fixed assets, net 8,028,000
Deferred debt financing expenses 110,000
Patents, net of amortization 103,000
Other assets 302,000
------------
$ 13,557,000
============
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt $ 2,004,000
Accounts payable and accrued expenses 948,000
Accrued interest payable 56,000
Accrued employee costs 556,000
Deferred revenue 1,243,000
------------
Total current liabilities 4,807,000
------------
Other long-term debt, net 4,043,000
Redeemable Class A common stock 20,000
Redeemable common stock warrants 149,000
Shareholders' equity
Convertible preferred stock, no par value, 3,000,000 --
authorized, no shares issued and outstanding
Common stock, no par value, 15,000,000 authorized,
11,014,900 shares issued and outstanding 61,159,000
Accumulated deficit (56,621,000)
------------
Total shareholders' equity 4,538,000
------------
$ 13,557,000
============
</TABLE>
-1-
<PAGE> 2
EXHIBIT 99.2
BIO-PLEXUS, INC
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
TWO MONTHS ENDED
AUGUST 31, 1997
<S> <C>
Revenues $ 520,000
Costs and expenses:
Research and development 271,000
Other operating and engineering costs 911,000
Selling, general and administrative 1,024,000
-----------
Total operating costs and expenses 2,206,000
-----------
Financing expenses:
Amortization of deferred debt financing 175,000
Other financing expenses 146,000
-----------
Total financing expenses 321,000
-----------
Net loss (2,007,000)
Less: Imputed dividend on preferred stock (Item 5) (500,000)
Net loss applicable to common stock $(2,507,000)
===========
Net loss per common share $ (0.27)
===========
Weighted average common shares outstanding
9,440,708
===========
</TABLE>
-2-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> AUG-31-1997
<CASH> 2,450,000
<SECURITIES> 0
<RECEIVABLES> 434,000
<ALLOWANCES> 0
<INVENTORY> 1,764,000
<CURRENT-ASSETS> 366,000
<PP&E> 8,028,000<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,557,000
<CURRENT-LIABILITIES> 4,807,000
<BONDS> 4,043,000
0
0
<COMMON> 61,159,000
<OTHER-SE> 169,000<F2>
<TOTAL-LIABILITY-AND-EQUITY> 13,557,000
<SALES> 520,000
<TOTAL-REVENUES> 520,000
<CGS> 0
<TOTAL-COSTS> 2,206,000
<OTHER-EXPENSES> 160,000<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 161,000
<INCOME-PRETAX> 2,007,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,007,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 500,000
<NET-INCOME> 2,507,000
<EPS-PRIMARY> 0.27
<EPS-DILUTED> 0.27
<FN>
<F1>This value is net of depreciation.
<F2>Value represents redeemable common stock and redeemable common stock warrants.
<F3>Amount includes $15,000 of interest income.
</FN>
</TABLE>
