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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
Date of Report (Date of earliest event reported): December 26, 2000
Commission File Number: 0-20580
LIFE MEDICAL SCIENCES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 14-1745197
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(State of organization) (I.R.S. Employer
Identification No.)
P.O. Box 219, Little Silver, New Jersey 07739 07739
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(Address of principal executive office) (Zip Code)
(732) 728-1769
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(Registrant's telephone number, including area code)
379 Thornall Street, Edison, New Jersey 08837
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 26, 2000, we completed a private placement of 500,000
shares of a newly-created class of Series A Convertible Preferred Stock ("Series
A Preferred") to accredited investors for an aggregate purchase price of
$500,000 in cash. The transaction was made pursuant to a Stock Purchase
Agreement dated as of December 15, 2000 with each of the investors (the "Stock
Purchase Agreement") and is intended to be exempt from the registration
requirements of the Securities Act of 1933, as amended, in accordance with the
exemption provided by Section 4(2) and Rule 506 of Regulation D promulgated
thereunder.
Each share of Series A Preferred is automatically convertible into 10
shares of Common Stock on June 15, 2001 or upon the earlier receipt by the
Company of certain additional investments. There is no optional right on the
part of the holders to convert earlier. The conversion rate is subject to
adjustment upon the occurrence of certain dilutive events.
Holders of Series A Preferred are entitled to vote on an as converted
basis together with the holders of Common Stock with respect to any matter upon
which the holders of Common Stock have the right to vote. The holders of the
Series A Preferred, voting as a separate class, are entitled to elect two
directors to the Board of Directors of the Company (the "Series A Directors").
So long as the Series A Preferred remains outstanding, each Series A Director is
entitled to serve as a member of each committee of the Board of Directors, and
the Series A Directors are to constitute a majority of the members of the
Executive Committee.
Holders of Series A Preferred are entitled to dividends as and when
declared by the Board of Directors of the Company. Upon a liquidation event,
holders of Series A Preferred are entitled to $1.00 per share of Series A
Preferred (plus declared and unpaid dividends, if any) in preference to the
rights of holders of Common Stock, and are thereafter entitled to participating
liquidation rights. The Series A Preferred is not redeemable. Holders of the
Series A Preferred are entitled to certain protective provisions which limit the
Company's ability to engage in certain transactions without the consent of
holders of a majority of the Series A Preferred or, in some cases, without
consent of the Executive Committee or the Board (including at least one Series A
Director).
Pursuant to an Investor Rights Agreement entered into with the
investors, holders of the Series A Preferred are entitled to piggyback
registration rights and, following conversion into Common Stock, a one-time
demand registration right covering the resale of the underlying shares.
In connection with the transaction, Dr. Richard Franklin and Dr. Gere
diZerega were elected to our Board of Directors as the Series A Directors, and
were also appointed to the Executive Committee (which also includes Mr. Robert
Hickey). So long as the Series A Preferred remains outstanding, the Company has
agreed not to disburse any funds or incur any obligations without the consent of
the full Executive Committee or the Board of Directors (including at least one
Series A Director). Pursuant to the requirements of the Stock Purchase
Agreement, the Company has amended its Bylaws to give effect to the foregoing
provision and to provide that the Board of Directors will not overrule any
action taken by the Executive Committee (except with the consent of at least one
Series A Director).
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) The following Exhibits are filed as part of this Current
Report on Form 8-K:
3.1 Certificate of Designations, Rights and Preferences
of Series A Convertible Preferred Stock of the
Company.
10.1 Stock Purchase Agreement dated as of December 15,
2000.
10.2 Investor Rights Agreement dated as of December 15,
2000.
99.1 Press Release of the Company dated December 27,
2000.
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.
LIFE MEDICAL SCIENCES, INC.
By: /s/ Robert P. Hickey
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Robert P. Hickey
Chairman of the Board of Directors,
President and Chief Executive Officer
Dated: January 8, 2000
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EXHIBIT INDEX
3.1 Certificate of Designations, Rights and Preferences of Series
A Convertible Preferred Stock of the Company.
10.1 Stock Purchase Agreement dated as of December 15, 2000.
10.2 Investor Rights Agreement dated as of December 15, 2000.
99.1 Press Release of the Company dated December 27, 2000.
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