<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 28, 2000
Bio-Plexus, Inc.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
Connecticut 0-24128 06-1211921
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
</TABLE>
129 Reservoir Road, Vernon, CT 06066
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (860) 870-6112
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 5. Other Events
Bio-Plexus, Inc. (the "Company") reports that, at a special meeting of
stockholders held on Friday, April 28, 2000, the Company obtained
stockholder approval for the $17.5 million financing (the "Permanent
Financing") with Appaloosa Management, L.P. of Chatham, New Jersey
("Appaloosa") and affiliate entities. The Company's stockholders also
approved an amendment to the Company's Certificate of Incorporation
increasing the number of authorized shares of common stock ("Common
Stock") from 25 million to 40 million shares and an amendment to the
Company's 1991 Long Term Incentive Plan (the "Plan") which raised to
2.5 million the number of shares of Common Stock subject to the Plan.
Following the stockholders' meeting, the Company and Appaloosa
consummated the Permanent Financing. In addition, John S. Metz assumed
the role of President and Chief Executive Officer of the Company and he
was appointed to the Board of Directors. The press release related to
such actions is Exhibit 99.1 to this filing, and is incorporated herein
by reference.
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
Name: Kimberley A. Cady
Title: Chief Financial Officer and
Vice President of Finance
Date: May 11, 2000
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 Press Release announcing the Permanent Financing, the
amendment to the Company's Certificate of Incorporation, the
amendment to the Company's 1991 Long Term Incentive Plan and
John S. Metz' assumption of the roles of President and Chief
Executive Officer and his appointment to the Board of
Directors.
</TABLE>
<PAGE> 1
Exhibit 99.1
FOR IMMEDIATE RELEASE
COMPANY CONTACT: Carol Coburn
(860)870-6112, extension 317
[email protected]
BIO-PLEXUS WINS SHAREHOLDER APPROVAL OF FINANCING
VERNON, Conn.--(BUSINESS WIRE)--May 1, 2000--At a special meeting of
stockholders, Bio-Plexus obtained stockholder approval for the $17.5 million
financing with entintities affiliated with Appaloosa Management, L.P. of
Chatham, New Jersey. At the meeting, Bio-Plexus' stockholders also approved an
amendment to Bio-Plexus' certificate of incorporation increasing the number of
authorized shares of common stock from 25 million to 40 million and an amendment
to Bio-Plexus' 1991 Long Term Incentive Plan which raised to 2.5 million the
number of shares of Common Stock subject to the plan.
Following the stockholders meeting, Bio-Plexus and Appaloosa consummated the
financing. In addition, John S. Metz assumed the role of President and Chief
Executive Officer. He was also appointed to the Board of Directors.
"Our investors showed strong support for the financing," Metz commented. "With
about 98% of the vote in favor of the financing, they have sent a clear message
that they are behind management's plan to dramatically increase sales efforts
and introduce new products to the market. The financing should clearly help us
penetrate the changing needle market with Punctur-Guard," he added.
Bio-Plexus, Inc. (NASDAQ: BPLX - news), designs, develops, manufactures and
holds U.S. and international patents on safety medical needles and other
products under the PUNCTUR-GUARD(R), DROP-IT(R), and PUNCTUR-GUARD
REVOLUTION(TM) brand names. In studies by the Centers for Disease Control
(January 1997) and ECRI, (Health Devices, June 1998 and October 1999)
Punctur-Guard needles ranked highest of all devices studied. Accidental
needlesticks number about one million per year in the United States and can
result in the transmission of deadly diseases including HIV and Hepatitis B and
C.
NOTE: THIS PRESS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS AS DEFINED UNDER
FEDERAL SECURITIES LAWS, AS AMENDED. FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED BY THE USE OF SUCH TERMINOLOGY AS "BELIEVES," "EXPECTS," "MAY,"
"WILL," "SHOULD," "ANTICIPATES" OR DERIVATIONS OR NEGATIVES THEREOF OR
COMPARABLE TERMINOLOGY, OR DISCUSSIONS OF STRATEGY THAT INVOLVES RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
PROJECTED IN THE FORWARD-
<PAGE> 2
LOOKING STATEMENTS AS A RESULT OF, AMONG OTHER FACTORS, GENERAL ECONOMIC
CONDITIONS AND GROWTH IN THE SAFETY MEDICAL PRODUCTS INDUSTRY, COMPETITIVE
FACTORS AND PRICING PRESSURES, CHANGES IN PRODUCT MIX, PRODUCT DEMAND, RISK OF
DEPENDENCE ON THIRD PARTY SUPPLIERS AND FINANCIERS, ABILITY TO OBTAIN FINANCING,
AS WELL AS OTHER 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.
- --------------------------------------------------------------------------------
2000
