BIO PLEXUS INC
8-K, 2000-02-24
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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<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) February 24, 2000

                                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) 870-6112



          (Former Name or Former Address, if Changed Since Last Report)
<PAGE>   2
Item 5. Other Events


         Bio-Plexus, Inc. (the "Company") reports that it has adjourned a
Special Meeting of Shareholders scheduled for February 28, 2000. The press
release related to such action 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/ Carl R. Sahi
                                      -----------------------------------------
                                      Name:    Carl R. Sahi
                                      Title:   President and Chief Executive
                                               Officer


Date:  February 24, 2000



                                  EXHIBIT INDEX


Exhibit No.        Description

99.1     Press Release related to adjournment of the Special Meeting scheduled
         for February 28, 2000.

<PAGE>   1



                                BIO-PLEXUS, INC.
                               129 Reservoir Road
                            Vernon, Connecticut 06066


FOR IMMEDIATE RELEASE
COMPANY CONTACT:           CAROL COBURN
                           860.870.6112 extension 317
                           [email protected]

                      BIO-PLEXUS TO ADJOURN SPECIAL MEETING

Vernon, CT - February 24, 2000 - Bio-Plexus today announced it will adjourn the
special meeting of shareholders that was scheduled for February 28 to approve,
among other things, the $17.5 million financing commitment from Appaloosa
Management L.P. The adjournment will allow Bio-Plexus and Appaloosa additional
time to align the financing terms to better reflect adjustments to the company's
plans and direction.

"Appaloosa and Bio-Plexus have agreed to work together to adjust the financing
terms to better reflect the company's business and strategies. We expect the
adjusted terms to allow both parties the flexibility to be successful," said
Carl Sahi, Bio-Plexus president and chief executive officer.

The new terms of the financing are expected to take into account Appaloosa's
risk during the early phase of the relationship with Bio-Plexus and prior to
making additions to the company's senior management team. Appaloosa will also
extend the current bridge loans to the company without additional fees in order
to provide additional time to close the final financing package. "We expect to
announce the new date of the special meeting of shareholders soon, and, if
necessary, establish a new record date to determine the shareholders entitled to
vote at such meeting," Sahi added.

Bio-Plexus, Inc. (NASDAQ: BPLX), 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 WHICH ARE
SUBJECT TO RISKS AND UNCERTAINTIES. THE ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM THOSE 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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2000






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