<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 SEPTEMBER 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)
129 Reservoir Road, Vernon Connecticut 06066
(Address of principal executive offices including zip code)
(860) 870-6112
(Registrant's telephone number, including area code)
384Q Merrow Road, Tolland Connecticut 06084
(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>
Shares Outstanding
Class of Common Stock as of November 10, 1997
<S> <C>
Class A Common Stock, no par value 20,000
Common Stock, no par value 12,129,751
</TABLE>
<PAGE> 2
BIO-PLEXUS, INC.
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
<TABLE>
PAGE
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet at September 30, 1997 and
December 31, 1996 1
Condensed Statement of Operations for the three months
ended September 30, 1997 and 1996 2
Condensed Statement of Operations for the nine months
ended September 30, 1997 and 1996 3
Condensed Statement of Cash Flows for the nine months
ended September 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 8
PART II. OTHER INFORMATION
Item 2. Change in Securities 10
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
</TABLE>
<PAGE> 3
BIO-PLEXUS, INC.
CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30,
1997 DECEMBER 31,
(UNAUDITED) 1996
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,990,000 $ 1,322,000
Accounts receivable 360,000 386,000
Inventories
Raw materials 1,001,000 1,314,000
Work-in-process 351,000 271,000
Finished goods 408,000 271,000
------------ ------------
1,760,000 1,856,000
------------ ------------
Other current assets 349,000 430,000
------------ ------------
Total current assets 4,459,000 3,994,000
------------ ------------
Fixed assets, net 7,986,000 8,305,000
Deferred debt financing expenses 103,000 164,000
Patents, net of amortization 114,000 55,000
Other assets 302,000 302,000
------------ ------------
$ 12,964,000 $ 12,820,000
============ ============
LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt $ 1,982,000 $ 3,225,000
Accounts payable and accrued expenses 835,000 1,693,000
Accrued interest payable 70,000 27,000
Accrued employee costs 434,000 462,000
Deferred revenue (Note 3) 1,137,000 --
------------ ------------
Total current liabilities 4,458,000 5,407,000
------------ ------------
CII debt, net -- 131,000
Other long-term debt, net 3,936,000 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,
11,225,748 and 7,046,552 shares issued and outstanding 61,789,000 46,887,000
Accumulated deficit (57,388,000) (47,600,000)
------------ ------------
Total shareholders' equity (deficit) 4,401,000 (713,000)
------------ ------------
$ 12,964,000 $ 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
SEPTEMBER 30,
1997 1996
----------- -----------
<S> <C> <C>
Revenue
Sales $ 770,000 $ 610,000
Costs and expenses:
Research and development 364,000 383,000
Other operating and engineering costs 1,227,000 1,096,000
Selling, general and administrative 1,557,000 1,958,000
----------- -----------
Total operating costs and expenses 3,148,000 3,437,000
----------- -----------
Financing expenses:
CII debt:
Interest expense -- 6,000
Amortization of deferred debt financing 182,000 20,000
Other financing expenses 214,000 352,000
----------- -----------
Total financing expenses 396,000 378,000
----------- -----------
Net loss $(2,774,000) $(3,205,000)
Less: Imputed dividend on preferred stock (Note 4) (500,000) --
Net loss applicable to common stock $(3,274,000) $(3,205,000)
----------- -----------
Net loss per common share (Note 2) $ (0.33) $ (0.46)
=========== ===========
Weighted average common shares
outstanding (Note 2) 9,985,246 6,914,170
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
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<PAGE> 5
BIO-PLEXUS, INC
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1997 1996
------------ -----------
<S> <C> <C>
Revenue
Sales $ 2,836,000 $ 1,793,000
Licensing fees (Note 3) 1,500,000 --
------------ -----------
Total revenue 4,336,000 1,793,000
------------ -----------
Costs and expenses:
Research and development 1,022,000 1,167,000
Other operating and engineering costs 4,455,000 3,097,000
Selling, general and administrative 5,101,000 5,382,000
------------ -----------
Total operating costs and expenses 10,578,000 9,646,000
------------ -----------
Financing expenses:
CII debt:
Interest expense -- 19,000
Amortization of deferred debt financing 361,000 76,000
Other financing expenses (Note 4) 3,185,000 924,000
------------ -----------
Total financing expenses 3,546,000 1,019,000
------------ -----------
Net loss $ (9,788,000) $(8,872,000)
Less: Imputed dividend on preferred stock (Note 4) (500,000) --
Net loss applicable to common stock $(10,288,000) $(8,872,000)
------------ -----------
Net loss per common share (Note 2) $ (1.22) $ (1.31)
============ ===========
Weighted average common shares
outstanding (Note 2) 8,427,644 6,767,261
============ ===========
</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>
NINE MONTHS ENDED
SEPTEMBER 30
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(10,288,000) $ (8,872,000)
Adjustments to reconcile net loss to cash used
by operating activities:
Depreciation and amortization 1,029,000 923,000
Inducement expense on conversion (Note 4) 640,000 --
Imputed dividend (Note 4) 500,000
Amortization of deferred debt financing
expenses 361,000 76,000
Amortization of debt discount (Note 4) 1,781,000 342,000
Decrease in assets:
accounts receivable 26,000 --
inventories 96,000 882,000
(Decrease) increase in liabilities:
accounts payable and accrued liabilities (858,000) 681,000
accrued interest payable 43,000 91,000
accrued employee costs (28,000) 23,000
Increase in deferred revenue (Note 3) 1,137,000 --
Other 82,000 (454,000)
------------ ------------
Net cash used in operating activities (5,479,000) (6,308,000)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and construction of fixed assets including
acquisition of land (706,000) (1,901,000)
Cost of patents (64,000) (29,000)
------------ ------------
Net cash used in investing activities (770,000) (1,930,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of convertible preferred stock 4,897,000 --
Proceeds from sale of common stock 280,000 --
Proceeds from exercise of common stock warrants 282,000 345,000
Proceeds from exercise of common stock options 50,000 135,000
Proceeds from long-term debt 4,700,000 --
Proceeds from sale and leaseback 369,000 2,180,000
Repayments of long-term debt (3,661,000) (1,219,000)
------------ ------------
Net cash provided by financing activities 6,917,000 1,441,000
------------ ------------
Net increase (decrease) in cash and cash
equivalents 668,000 (6,797,000)
Cash and cash equivalents, beginning of
period 1,322,000 11,842,000
------------ ------------
Cash and cash equivalents, end of period $ 1,990,000 $ 5,045,000
============ ============
Supplemental cash flow disclosures:
Cash payments of interest $ 836,000 $ 835,000
Cash payments of income taxes 9,000 15,000
Surrender of debt upon warrant exercise 8,053,000 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. As described in Note 4, the
terms for conversion of the Series A preferred stock issued during the nine
months ended September 30, 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 the market price has been reported
as 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 of
$500,000 had the effect of increasing the loss per share for the nine months
ended September 30, 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.
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
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<PAGE> 8
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 and third quarters,
$263,000 of the $1,400,000 in development funding was recognized as a reduction
in research and development expenses. The remaining balance of $1,137,000 has
been deferred and will be recognized over the term of the related development
project.
NOTE 4 - OTHER SIGNIFICANT CAPITAL TRANSACTIONS
In January and February, certain 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, certain 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"). Of the Debenture
proceeds, approximately $1,665,000 was allocated to common stock during the
first quarter 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 was charged to other financing expenses. At
September 30, 1997, all of the prior outstanding Debentures had been converted
into shares of common stock. Under the terms of the Debentures, if the
conversions resulted in total shares issued greater than 1,350,000 shares in
aggregate, then the Company would redeem any remaining Debentures at the price
paid plus accrued interest thereon. Based upon the total debenture conversions
the number of shares exceeded 1,350,000. Upon reaching the limit of 1,350,000
shares, the Company satisfied the remaining outstanding Debentures balance of
$1,537,324 by issuing 100,000 shares at a value of $2.73 per share and a cash
payment of $1,264,000.
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.
6
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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 amended its Certification of Incorporation to include
authorization to issue 3,000,000 shares of preferred stock.
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 the 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, $500,000 was recorded to equity to reflect the
intrinsic value of the Preferred Shares' 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 discount was immediately recognized, in view of the fact that the
Preferred Shares were immediately convertible. As of September 30, 1997, the
Company had received subscriptions totaling $4,897,000 or 1,224,250 shares of
preferred stock. All of the participants immediately converted their shares of
Series A preferred stock into 1,904,258 shares of common stock.
On September 17, 1997 the Company initiated a private offering of common
stock, without par value, of up to 1,000,000 shares to investors who purchased
units of Series A convertible preferred stock and common stock in the offering
dated July 30, 1997. Under the terms of the offering, investors may purchase
shares in a dollar amount equal to one-half of their investment in units in the
initial offering at a purchase price of $2.50 per share, and, if fully
subscribed, would raise $2,500,000 before offering expenses. As of September 30,
1997, the Company had received subscriptions totaling $280,000 or 112,000 shares
of common stock.
NOTE 5 - COMMITMENTS
As of September 30, 1997, the Company had capital expenditure purchase
commitments outstanding of approximately $292,000, of which $227,000 is expected
to be financed through an existing financing arrangement.
NOTE 6 - SUBSEQUENT EVENTS
As of October 28, 1997, the initial private placement offering was fully
subscribed at $5,000,000, and 1,250,000 shares of Series A preferred stock were
issued and immediately converted into 1,931,291 shares of common stock.
Additionally, as of November 10, 1997, subscriptions totaling $2,472,425 were
received on the second private placement offering representing 988,970 shares of
common stock.
On October 29, 1997, at a meeting of the Board of Directors it was voted
to change the titles of the following individuals: Lawrence Krampert, President
and Chief Executive Officer; Carl Sahi, Vice President, Business and Technology
Development; Richard Higgins, Executive Vice President and Chief Financial
Officer; Lucio Improta, Vice President International Business Development; Gary
Smith, Vice
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President Manufacturing. These changes were made to better suit individuals'
titles to their respective job responsibilities within the Company.
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, involve risks and uncertainties, including,
without limitation, the Company's expectation regarding gross profit and
operating income which could differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company.
OVERVIEW
Since its inception in September 1987 through September 30, 1997,
Bio-Plexus has incurred cumulative ongoing losses totaling $57,388,000. During
this period, the Company's principal focus 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.
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. The
Company also continues to review its cost of operations. During the third
quarter, the Company effected a cost reduction program which resulted in a total
workforce reduction of 25 in the areas of manufacturing and general
administration, as well as the consolidation of its facilities. These reductions
are part of an ongoing cost reduction program.
During 1997, the Company is considering establishing joint venture
agreements on one or more of its major product lines, which may be 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.
Effective August 1, 1997, the Company named Lawrence 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.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1996
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The Company had operating revenues of $770,000 for the three months ended
September 30, 1997 compared to $610,000 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 $364,000 for the three months ended
September 30, 1997, compared to $383,000 for the same period a year ago. These
costs reflect the Company's continuing focus on improving and expanding
production processes and tooling, and its ongoing efforts to develop new
products.
Other operating and engineering costs were $1,227,000 for the three months
ended September 30, 1997 compared to $1,096,000 for the same period a year ago.
The increase is primarily attributable to higher production costs necessitated
by increased sales over the same period last year.
Marketing, general and administrative expenses were $1,557,000 for the
three months ended September 30, 1997 compared to $1,958,000 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.
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996
The Company had operating revenues of $2,836,000 for the nine months ended
September 30, 1997, compared with revenues of $1,793,000 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 $1,022,000 for the nine months
ended September 30, 1997, compared to $1,167,000 for the same period a year ago.
The decrease in these costs for the nine months ended September 30, 1997,
compared to the same period a year ago, resulted primarily from the recognition
of the JJMI development funding.
Other operating and engineering costs were $4,455,000 for the nine months
ended September 30, 1997, compared with $3,097,000 for the same period a year
ago. This increase is primarily attributable to increased production levels over
the same period last year, as a result of significantly higher sales volume.
Selling, general and administrative expenses were $5,101,000 for the nine
months ended September 30, 1997, compared with $5,382,000 for the same period a
year ago. This decrease resulted primarily from a reduction in sales force
during the second quarter of 1997, and other administrative cost reductions
recognized during the third quarter of 1997.
Financing expenses were $3,546,000 for the nine months ended September 30,
1997 compared to $1,019,000 for the same period a year ago. The increase
resulted primarily from an increase in deferred debt financing expenses and
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 $640,000 charge consists
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of $491,000 of inducement expense directly related to the reduction of the
exercise price on the debt conversion 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, and its efforts to develop new products. To date, the
Company has financed its operations primarily through borrowings and the sale of
equity securities. Through September 30, 1997, the Company has received net
proceeds of approximately $29,209,000 through borrowings and the sale of debt
securities and $45,678,000 through the sale of equity securities. Of the net
equity 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 $13,912,000 was received through the private placement of equity
securities.
The Company's primary capital requirement for the remainder of 1997
includes 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 continued cost
reductions, together with funds generated from sales of its products and from
its recent private placement offerings, will be sufficient to fund its cash
requirements for the next several months, excluding any funds it might receive
from strategic partnerships.
To date the Company has not been adversely impacted by inflation.
PART II. OTHER INFORMATION
ITEM 2. Changes in Securities
On July 30, 1997 the Company initiated an offering of $5.0 million worth
of units ("Units") of equity securities (the "First Offering"). 250 Units were
offered at $20,000 per Unit. Each Unit consisted of 5,000 shares of the
Company's Series A Convertible Preferred Stock and 1,000 shares of the Company's
Common Stock. The First Offering was fully subscribed and closed on October 28,
1997. The Company received aggregate consideration of $5.0 million in the
offering. On September 17, 1997 the Company initiated an offering of $2.5
million worth of shares of Common Stock (the "Second Offering"). 1,000,000
shares were offered at $2.50 per share. The offering was made only to
subscribers in the First Offering. Each such subscriber was given the
opportunity to invest up to one-half of the dollar amount such subscriber had
invested in the First Offering. As of November 10, 1997, the Company had sold
988,970 of Common Stock in the Second Offering and had received
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aggregate consideration of $2,472,425. The two offerings were undertaken without
the use of any underwriters.
The offerings were made pursuant to exemptions from registration provided
by Sections 4(2) and 4(6) of the Securities Act of 1933, as amended (the
"Securities Act") and Regulation D promulgated under the Securities Act. The
offerings were made solely to accredited investors as defined in Regulation D
and were not made by means of any general solicitation. The First Offering was
made only to previous investors in the Company or to associates of such previous
investors who were introduced to the Company by such previous investors. The
Second Offering was made only to subscribers in the First Offering.
The Series A Convertible Preferred Stock offered in the First Offering was
convertible at the election of the holder at a conversion price equal to the
greater of: (i) $2.50; or (ii) 85% of the ten-day average closing bid price of
the Common Shares (as reported by Bloomberg L.P.) ending on the trading day
immediately prior to the date that notice of conversion is given by the holder
of the Preferred shares (the "Conversion Price"). The number of Common Shares
which was issued for each Preferred Share being converted was an amount
determined by dividing the sum of (i) the issuance price (defined to be $4.00
per Preferred Share) and (ii) the value of all accrued and unpaid dividends
payable on such share, by the Conversion Price. All of the subscribers in the
First Offering indicated their desire to convert their shares immediately upon
subscription. Such subscribers' Series A Convertible Preferred shares were
converted as of the respective dates on which their funds, in payment for their
respective subscriptions were received, and certificates were issued as of such
dates. There are no shares of the Company's Series A Convertible Preferred Stock
remaining outstanding.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
------- ----------- ----------------
<S> <C> <C>
27 Financial Data Schedule Filed with this Report.
</TABLE>
(b) Reports on Form 8-K
(1) A report on Form 8-K was filed September 16, 1997, reporting
compliance with the NASDAQ National SmallCap Market requirements.
11
<PAGE> 14
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)
November 14, 1997 /s/ LAWRENCE C. KRAMPERT
--------------------- -------------------------------------
(Date) Lawrence C. Krampert
President and Chief Executive Officer
November 14, 1997 /s/ RICHARD L. HIGGINS
--------------------- -------------------------------------
(Date) Richard L. Higgins
Executive Vice President and Chief
Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,990,000
<SECURITIES> 0
<RECEIVABLES> 360,000
<ALLOWANCES> 0
<INVENTORY> 1,760,000
<CURRENT-ASSETS> 349,000
<PP&E> 7,986,000<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,964,000
<CURRENT-LIABILITIES> 4,458,000
<BONDS> 3,936,000
0
0
<COMMON> 61,789,000
<OTHER-SE> 169,000<F2>
<TOTAL-LIABILITY-AND-EQUITY> 12,964,000
<SALES> 2,836,000
<TOTAL-REVENUES> 4,336,000
<CGS> 0
<TOTAL-COSTS> 10,578,000
<OTHER-EXPENSES> 886,000<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,660,000
<INCOME-PRETAX> 10,288,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 10,288,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,288,000
<EPS-PRIMARY> 1.22
<EPS-DILUTED> 1.22
<FN>
<F1>THIS VALUE IS NET OF DEPRECIATION.
<F2>VALUE REPRESENTS REDEEMABLE COMMON STOCK AND REDEEMABLE COMMON STOCK WARRANTS.
<F3>AMOUNT INCLUDES $114,000 OF INTEREST INCOME.
</FN>
</TABLE>
