<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
-------------------
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) April 21, 1999
Bio-Plexus, Inc.
(Exact Name of Registrant as Specified in Charter)
Connecticut 0-24128 06-1211921
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
129 Reservoir Road, Vernon, CT 06066
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (860) 870-8112
(Former Name or Former Address, if Changed Since Last Report
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Item 5. Other Events
Bio-Plexus, Inc. (the "Company") reports that it has negotiated a
private placement of up to $4,500,000 aggregate principal amount of 6%
Convertible Debentures due 2004 (the "Debentures") pursuant to a certain
Subscription Agreement dated as of April 21, 1999 by and among the Company and
certain institutional investors. The initial purchase of $2,500,000 aggregate
principal amount of Debentures was made April 27, 1999. The Debentures accrue
interest at the rate of 6.0% per annum, payable quarterly in arrears, and the
interest is payable either in cash or in the issuance of additional Debentures,
at the option of the Company. They are equal or senior in right of payment to
substantially all future indebtedness of the Company. The Debentures are
convertible at any time at the option of the holders into shares of the
Company's Common Stock, no par value ("Common Stock"), at an initial conversion
rate of $3.06 per share. The Debentures may be wholly or partially redeemed at
the option of the Company for an amount not to exceed 130% of the face value
plus accrued and unpaid interest at any time after the date of issuance. The
Company and the Debenture holders have limited put and call options,
respectively, for additional Debentures. The financing also included a warrant
("Warrant") to purchase 500,000 shares of Common Stock at an exercise price of
$3.38.
The Company has agreed to file with the Commission a Registration
Statement on Form S-3 within 30 days of issuance of the Debentures registering
the shares of Common Stock underlying the Debentures and the Warrant.
The Company intends to use the proceeds from the purchase of the
Debentures for general corporate purposes.
The press release related to such financing is Exhibit 99.1 to this
filing, and is incorporated herein by reference.
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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.
By: /s/ Kimberley A. Cady
Kimberley A. Cady
Vice President and
Chief Financial Officer
Date: April 30, 1999
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release related to April 1999 6% Convertible Debentures
due 2004 Financing
<PAGE> 1
FOR IMMEDIATE RELEASE
COMPANY CONTACT: CAROL COBURN
860.870.6112
[email protected].
Vernon, CT -- April 27 -- Bio-Plexus today announced a private placement
convertible debenture financing of up to $4,500,000. "This funding will help
enable us to capitalize on the exciting growth opportunities available today as
the market converts to safety medical products," said Richard L. Higgins,
president and CEO of Bio-Plexus.
"Right now only about 10% of all needle markets are safety devices. But we
expect these figures to change as additional states join Maryland, Tennessee and
California in passing legislation mandating the use of safety needles," Higgins
added. Bills continue to be introduced in other states, and Federal OSHA is also
considering more stringent regulations to ensure the use of safe needles.
Bio-Plexus, Inc. (NASDAQ: BPLX), is a designer, developer, manufacture, and
marketer of safety medical products and needles under the PUNCTUR-GUARD(R) and
DROP-IT(R) brand names. The company holds U.S. and international patents on
safety medical devices designed to reduce the incidence of accidental
needlesticks among healthcare workers. Accidental needlesticks number more than
one million per year in the United States and can result in the transmission of
deadly diseases including HIV and hepatitis.
NOTE: THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, WHICH ARE SUBJECT
TO RISKS AND UNCERTAINTIES. THE ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
DESCRIBED IN ANY SUCH FORWARD-LOOKING STATEMENT AS A RESULT OF FACTORS DESCRIBED
FROM TIME TO TIME IN THE COMPANY'S PERIODIC REPORTS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR DISCUSSED IN OTHER PRESS RELEASES ISSUED BY THE
COMPANY.
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1999
