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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) February 13, 1998
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CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
0-21168 13-3253392
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(Commission File Number) (IRS Employer Identification Number)
5 East 80th Street, New York, New York 10021
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 717-6544
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Page 1 of 6 Pages
Exhibit Index located on page 4
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ITEM 5. OTHER EVENTS
On February 13, 1998, the shareholders of Chromatics Color Sciences
International, Inc. (the "Company") approved the proposal of the Company to
amend its Certificate of Incorporation, in order to (i) effect a three-for-two
forward split (the "Stock Split") of the Company's issued and outstanding shares
of common stock, par value $0.001 per share (the "Common Stock"); (ii) effect
certain changes to the Company's Class A Preferred Stock, including (a) the
extension of the termination date of the conversion period of Class A Preferred
Stock to Common Stock and likewise, the extension of the date by which the
Company is to call the Class A Preferred Stock for redemption for two additional
years, to December 31, 2000, (b) the adjustment of the calculation of the
trigger price at which the holder of Class A Preferred Stock will be entitled to
convert her shares to Common Stock, in order to provide for the occurrence of
certain events involving the Common Stock, including stock splits, and the
reclassification and payment of dividends, and (c) the adjustment of the
calculation of the formula under which the Class A Preferred Stockholder will be
entitled to convert her shares of Preferred Stock into Common Stock, so as to
include revenues and earnings of businesses acquired by the Company by merger,
consolidation, asset or stock acquisition or similar transaction in the
calculation of the level of revenues at which the holder of Class A Preferred
Stock may convert her shares into Common Stock; and (iii) amend to the Plan to
increase by 1,000,000 the number of shares with respect to which options may be
granted pursuant to the Plan, thus increasing the number of shares of Common
Stock subject to the Plan from 2,000,000 to 3,000,000.
Pursuant to the Stock Split, each holder of record of a certificate for
one or more shares of Common Stock as of the date the Certificate of Amendment
effecting the Stock Split is effective (February 13, 1998) is entitled to
receive, as soon as practicable, upon surrender of such certificate, a new
certificate or certificates representing one and one-half shares of Common Stock
for each share of Common Stock represented by the old certificate, and any
fractional shares resulting will be rounded up to the next whole share.
Giving effect to the Stock Split, the Company will have approximately
13,783,107 issued. The closing bid price of the Common Stock as quoted on NASDAQ
SmallCap Market on February 12, 1998 was 17 1/2.
The Common Stock will begin trading on a post-Stock Split basis at the
opening of trading on Tuesday, February 17, 1998. Until March 13, 1998, the
Company's Common Stock will trade under the symbol "CCSID" to differentiate
between pre-split and post-split shares. Thereafter, the trading symbol on
NASDAQ will revert to "CCSI."
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
1. Chromatics Color Sciences International, Inc. Press
Release, dated February 13, 1998.
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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: /s/ Darby S. Macfarlane
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Name: Darby S. Macfarlane
Title: Chief Executive Officer
Date: February 13, 1998
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EXHIBIT INDEX
Document Page Number
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1. Chromatics Color Sciences International, Inc. 5
Press Release, dated February 13, 1998.
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CHROMATICS COLOR SCIENCES
INTERNATIONAL, INC.
Contact: Darby S. Macfarlane
Telephone: 212-717-6544
Fax: 212-717-6675
FOR IMMEDIATE RELEASE
February 13, 1998
CHROMATICS ANNOUNCES
THREE-FOR-TWO FORWARD STOCK SPLIT
Chromatics Color Sciences International, Inc. (NASDAQ: "CCSI")
announced on February 13, 1998 that at its special meeting of shareholders held
at 10:00 a.m. earlier in the day, its shareholders approved the proposal of the
Company to amend its Certificate of Incorporation, thereby effecting a
three-for-two forward split of the Company's issued and outstanding shares of
Common Stock, par value $0.001 per share.
Pursuant to the stock split, each holder of record of a certificate for
one or more shares of Common Stock as of the date the Certificate of Amendment
effecting the stock split is effective (February 13, 1998) is entitled to
receive, as soon as practicable, upon surrender of such certificate, a new
certificate or certificates representing one and one-half shares of Common Stock
for each share of Common Stock represented by the old certificate, and any
fractional shares resulting will be rounded up to the next whole share.
Giving effect to the stock split, the Company will have approximately
13,783,107 issued and outstanding shares. The closing bid price of the Common
Stock as quoted on NASDAQ SmallCap Market on February 12, 1998 was 17 1/2.
The Common Stock will begin trading on a post-stock split basis at the
opening of trading on Tuesday, February 17, 1998. Until March 13, 1998, the
Company's Common Stock will trade under the symbol "CCSID" to differentiate
between pre-split and post-split shares. Thereafter, the trading symbol on
NASDAQ will revert to "CCSI."
In addition, the amendment of the Certificate of Incorporation reflects
certain other changes to the Class A Preferred Stock. First, the amendment
extends the termination date of the conversion period of Class A Preferred Stock
to Common Stock and likewise, the date by which the Company is to call the Class
A Preferred Stock for redemption for two additional years, to December 31, 2000.
Second, the amendment also adjusts the calculation of the trigger price at which
holders of Class A Preferred Stock will be entitled to convert their shares to
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Common Stock, in order to provide for the occurrence of certain events involving
the Common Stock, including stock splits, and the reclassification and payment
of dividends. Finally, the amendment of the Certificate of Incorporation adjusts
the calculation of the formula under which the Class A Preferred Stockholder
will be entitled to convert her shares of Preferred Stock into Common Stock, so
as to include revenues and earnings of businesses acquired by the Company by
merger, consolidation, asset or stock acquisition or similar transaction in the
calculation of the level of revenues at which the holder of Class A Preferred
Stock may convert her shares into Common Stock.
Furthermore, shareholders approved the Company's proposal to amend the
1992 Stock Option Plan to increase by 1,000,000 the number of shares with
respect to which options may be granted pursuant to the Stock Option Plan, thus
increasing the number of shares of Common Stock subject to the Stock Option Plan
from 2,000,000 to 3,000,000.
The Company is engaged in the business of color science and has
developed technologies with potential medical applications involving the
detection and monitoring of certain chromogenic diseases. These technologies
also have other applications 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 medical,
cosmetic, beauty aid and fashion industries. The Company's Common Stock is
traded on NASDAQ under the symbol "CCSI."
Certain of the matters discussed in this announcement contain
forward-looking statements that involve material risks to and uncertainties in
the Company's business which may cause actual results to differ materially from
those anticipated by the statements made herein. Such risks and uncertainties
include, among other things, the availability of any needed financing, the
Company's ability to implement its long range business plan for various
applications for its technologies, the impact of competition, the obtaining of
further regulatory clearances applicable to proposed new applications of the
Company's technology, the maintenance of existing and any future regulatory
clearances, the management of growth and other risks and uncertainties that may
be detailed from time to time in the Company's reports filed with the Securities
and Exchange Commission, including those set forth in its annual report on form
10-KSB for the year ended December 31, 1996 and its quarterly report on Form
10-QSB for the period ended September 30, 1997.
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