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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
May 13, 1996
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Date of Report (Date of earliest event reported)
ChemTrak Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 0-19749 77-0295388
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
929 East Arques Avenue, Sunnyvale, California 94086
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(Address of principal executive offices)
(408) 773-8156
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On May 13, 1996, ChemTrak Incorporated (the "Company") completed a
private placement for up to $5,000,000 in convertible debentures (the
"Debentures"). The Debentures may be exchanged for up to 1,948,100 shares of
Common Stock of the Company over a period beginning June 27, 1996, through June
27, 1998. The exact number of shares to be issued will be determined by a
conversion formula based on the market price of the Common Stock on the date of
conversion. A placement agent, The Shemano Group, Inc., was paid a fee for
arranging the transaction.
The proceeds will fund the continued development of ChemTrak's major
line of business: the development, manufacture and marketing of personal
diagnostic tests. In particular, the proceeds are slated to fund:
(i) The continued development and launch of ChemTrak's home HIV test
system subject to the receipt of approval from the FDA of the
Company's Premarket Approval application, which was filed with
the FDA in February 1995. No assurances can be given when, if ever,
such approval will be obtained.
(ii) The distribution and marketing needs of CholesTrak, the Company's
home cholesterol test.
(iii) The manufacturing scale-up of its H. pylori test.
The Terms of the conversion formulas for the Debentures, and the fee
to the placement agent, were determined through arms' length negotiations
between the Company and such parties. There was no material relationship
between the placement agent and the Company, or any of the Company's
affiliates, or any director or officer of the Company. The Company will use its
authorized but previously unissued Common Stock for the conversions.
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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.
CHEMTRAK INCORPORATED
May 28, 1996 By /s/ Prithipal Singh
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Prithipal Singh
Chairman of the Board and
Chief Executive Officer
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