CHROMATICS COLOR SCIENCES INTERNATIONAL INC
8-K, 1996-05-14
SERVICES, NEC
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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) May 6, 1996

          CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.
      (Exact name of registrant as specified in its charter)

                             New York
          (State or other jurisdiction of incorporation)

         0-21168                        13-3253392
(Commission File Number)     (IRS Employer Identification Number)

      5 East 80th Street, New York, New York          10021
     (Address of Principal Executive Offices)      (Zip Code)

Registrant's telephone number, including area code (212) 717-6544

                        Page 1 of 5 pages

                 Exhibit Index located on page 4

                                1

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ITEM 5.   OTHER EVENTS

     On May 6, 1996, the Securities and Exchange Commission
declared effective the registration statements (Nos. 333-3818 and
333-3820) (the "Registration Statements") filed by Chromatics
Color Sciences International, Inc. (the "Company") on behalf of
certain selling securityholders.  The Registration Statements
registered 1,800,000 shares of the Company's common stock,
1,800,000 shares of common stock issuable upon exercise of
warrants at an exercise price of $2.50 per share, 115,000 shares
of common stock and 115,000 warrants for the purchase of the
Company's common stock at a price of $5.00 per share issuable
upon exercise of unit purchase options, 115,000 shares of common
stock issuable upon exercise of registered warrants, and up to
1,250,000 shares of common stock issuable upon conversion of the
Company's outstanding $2,500,000 of 3% Convertible Debentures due
April 1998.  The Company will not receive any proceeds from the
sale of the common stock or warrants described above.

     Additionally, on May 7, 1996, the debenture holders agreed
to extend until June 7, 1996 the Company's right to reject the
holders' subscription to purchase an additional $2,500,000 of the
Company's 3% convertible debentures.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
          AND EXHIBITS

          (c)  Exhibits:

               1.   Chromatics Color Sciences International, Inc.
                    Press Release, dated May 6, 1996.

                                2

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                            SIGNATURES

     Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                              CHROMATICS COLOR SCIENCES
                              INTERNATIONAL, INC.

                              By:         Darby S. Macfarlane   
                                  Name:   Darby S. Macfarlane
                                  Title:  Chief Executive Officer

Date:  May 8, 1996

                                3
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                          EXHIBIT INDEX

Document                                              Page Number
- - --------                                              -----------

1.   Chromatics Color Sciences International, Inc.         5  
     Press Release, dated May 6, 1996.

                                4


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                    CHROMATICS COLOR SCIENCES
                       INTERNATIONAL, INC.

                         Contact:  Darby Macfarlane, Chief
                                        Executive Officer

                         Telephone:  (212) 717-6562
                         Fax:  (212) 717-6672

                         FOR IMMEDIATE RELEASE
                         May 6, 1996

CHROMATICS ANNOUNCES EFFECTIVENESS OF SELLING SHAREHOLDER
REGISTRATION STATEMENTS.

     CHROMATICS COLOR SCIENCES INTERNATIONAL, INC. (NASDAQ: 
CCSI; CCSIW) today announced that two registration statements
filed on behalf of certain selling shareholders were declared
effective by the SEC.  The registration statements cover an
aggregate of 1,800,000 outstanding shares of the Company's common
stock, 1,800,000 shares of common stock issuable upon exercise of
Warrants at an exercise price of $2.50 per share, 115,000 shares
of common stock and 115,000 warrants for the purchase of the
Company's common stock at a price of $5.00 per share issuable
upon exercise of unit purchase options, 115,000 shares of common
stock issuable upon exercise of the registered warrants, and up
to 1,250,000 shares of common stock issuable upon conversion of
the Company's outstanding $2,500,000 of 3% Convertible Debentures
due April, 1998 (and upon conversion of up to an additional
$2,500,000 of Debentures irrevocably subscribed for and pending
the Company's acceptance of the subscription at its option).

     The Company will not receive any proceeds from the sale of
the Common Stock or the Warrants described above.

     Chromatics Color Sciences International, Inc. is engaged in
the business of color science, including the scientific color
measurement and classification of human skin, certain color-
sensitive consumer products, and in determining the color
compatibility of such skin and product color classification for
use in a variety of industries including the cosmetic, beauty aid
and fashion industries, as well as technology development for
potential medical applications involving the diagnosis and
monitoring of certain chromogenic diseases.  The Company's common
stock and warrants are traded on NASDAQ under the symbols "CCSI"
and "CCSIW", respectively.

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