<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
[ X ] CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report February 20, 1997
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)
<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. The press release related to such change
and the financial statements related to the listing on the SmallCap Market are
Exhibits 99.1 and 99.2 respectively to this filing, and are incorporated herein
by reference.
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.
By_________________________________
Ronald A. Haverl
Chairman
Date: February 28, 1997
<PAGE> 3
BIO-PLEXUS, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
27 Financial Data Schedule for one month period ended January 31, 1997
99.1 Press Release related to Nasdaq SmallCap Market listing
99.2 Financial Statements related to Nasdaq SmallCap Market listing
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 1-MO
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JAN-31-1997
<CASH> 2,775,000
<SECURITIES> 0
<RECEIVABLES> 712,000
<ALLOWANCES> 0
<INVENTORY> 1,802,000
<CURRENT-ASSETS> 5,574,000
<PP&E> 8,443,000<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,530,000
<CURRENT-LIABILITIES> 5,137,000
<BONDS> 9,191,000
0
0
<COMMON> 47,186,000
<OTHER-SE> 169,000<F2>
<TOTAL-LIABILITY-AND-EQUITY> 14,530,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>This value is net of depreciation.
<F2>Value represents redeemable common stock and redeemable common stock warrants.
</FN>
</TABLE>
<PAGE> 1
Exhibit 99.1
COMPANY
CONTACT: CHRISTINA TAMBURRO
(860) 871-8601
FOR IMMEDIATE RELEASE
BIO-PLEXUS TO BE LISTED ON NASDAQ SMALL CAP MARKET
TOLLAND, CT FEBRUARY 18, 1997 -- Bio-Plexus, Inc. (NASDAQ: BPLX), designer,
developer, manufacturer, and marketer of safety medical products under the
Punctur-Guard(R) name, announced today that, the company's requirements for
continued listing on the NASDAQ National Market have been reviewed by a NASDAQ
Listings Qualifications Panel. The Panel determined that Bio-Plexus' diligent
efforts to conform with the $4 million minimum net tangible asset requirements
for continued listing on the NASDAQ National Market may not yield suitable
results within an acceptable time frame. It further noted that the funds raised
in the $5 million convertible debenture offering will not be immediately
credited to equity. Finally, the Panel was of the opinion that the company is
currently in compliance with the initial inclusion requirements for the NASDAQ
SmallCap Market, and that it is likely the Company will be able to remain in
compliance with the lower maintenance requirements of that market over the long
term. Accordingly, the Panel determined to move the Company's securities to the
NASDAQ SmallCap Market effective February 20, 1997.
Ron Haverl, chairman and chief executive officer, commented, "While we no
longer meet the requirements for the NASDAQ National Market, we are still
pleased to be a part of the NASDAQ system in the Small Cap Market."
<PAGE> 1
UNAUDITED PROFORMA FINANCIAL DATA
The following unaudited pro forma balance sheet as of January 31, 1997
reflects the historical financial position of Bio-Plexus adjusted to reflect
the pro forma adjustments described in the Notes following this proforma
financial data.
The pro forma data are not necessarily indicative of the results that
would have occurred if the transactions had taken place on the dates assumed or
that may occur in the future.
Exhibit 99.2
BIO-PLEXUS, INC.
PROFORMA CONDENSED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
Historical Proforma
January 31, Proforma January 31,
1997 Adjustments 1997
---------- ----------- ------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,775,000 $ 250,000(b) $ 3,025,000
Accounts receivable 712,000 712,000
Inventories
Raw materials 1,254,000 1,254,000
Work-in-process 278,000 278,000
Finished goods 270,000 270,000
------------ -------------
1,802,000 1,802,000
------------ -------------
Other current assets 285,000 285,000
------------ ---------- -------------
Total current assets 5,574,000 $ 250,000 5,824,000
------------ ---------- -------------
Fixed assets, net 8,443,000 8,443,000
Deferred debt financing expenses 157,000 157,000
Patents, net of amortization 54,000 54,000
Other assets 302,000 302,000
------------ ---------- -------------
$ 14,530,000 $ 250,000 $ 14,780,000
============ ========== =============
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt $ 3,223,000 $ (728,000)(a) $ 2,495,000
Accounts payable and accrued expenses 1,558,000 175,000 (a) 1,733,000
Accrued interest payable 49,000 49,000
Accrued employee costs 307,000 307,000
------------ ---------- -------------
Total current liabilities 5,137,000 (553,000) 4,584,000
------------ ---------- -------------
CII debt, net 137,000 137,000
Other long-term debt, net 7,104,000 (1,179,000)(a) 5,925,000
Other long-term liabilities 1,400,000 1,400,000
Accrued financing expense - CII debt 550,000 (550,000)(c) 0
Redeemable Class A common stock 20,000 20,000
Redeemable common stock warrants 149,000 149,000
Shareholders' equity
Common stock, no par value, 12,000,000 authorized,
7,046,552 and 6,568,938 shares issued and
outstanding 47,186,000 3,192,000 (a,b,c) 50,378,000
Deficit accumulated during the development stage (47,153,000) (660,000) (47,813,000
------------ ---------- ------------
Total shareholders' equity 33,000 2,532,000 2,565,000
------------ ---------- ------------
$ 14,530,000 $ 250,000 $ 14,780,000
============ ========== ============
</TABLE>
-1-
<PAGE> 2
EXHIBIT 99.2
Footnotes to January 31, 1997 ProForma Balance Sheet
BIO-PLEXUS, INC. - Summary of ProForma Adjustments to Net Tangible Assets
between January 31, 1997 and February 27, 1997.
<TABLE>
<CAPTION>
<S> <C>
(a) Debt to Equity conversions
through February 26, 1997 $1,731,856
(b) Warrant Exercise by Warrant
holder on February 1, 1997 $250,000
(c) Decrease in accrued financing
expense on February 11, 1997
resulting from conversion of
Royalty contract to equity $550,000
----------
Total ProForma Adjustments $2,531,856
==========
</TABLE>
