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 19, 1997
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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 4 pages
Exhibit Index located on page 4
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ITEM 5. OTHER EVENTS
1. On December 19, 1997, the Board of Directors of Chromatics Color Sciences
International, Inc. (the "Company") adopted proposals for submission to the
shareholders for their approval in order (a) to effect a three-for-two split of
the issued and outstanding shares of the Corporation's Common Stock (and shares
issuable upon conversion of convertible securities of the Company) as of the
effective date of the filing of the Certificate of Amendment of the
Corporation's Certificate of Incorporation, (b) to extend for two years from
December 31, 1998 to December 31, 2000 the expiration date of the period during
which the Corporation's outstanding Class A Convertible Preferred Stock can
become convertible into Common Stock upon the Corporation's achieving certain
stock performance or earnings goals, (c) to likewise extend the date by which
the Corporation is to call the Class A Convertible Preferred Stock for
redemption if such goals are not met, (d) to revise the market price conversion
feature of the Class A Convertible Preferred Stock (currently $46.67) to provide
for adjustment upon the occurrence of certain events involving the Common Stock,
including stock splits, reclassifications and the payment of stock dividends,
and (e) to delete the exclusion of extraordinary items and revenues generated by
businesses acquired by the Corporation from the calculation of the earnings goal
that needs to be satisfied to trigger the conversion feature of the Class A
Convertible Preferred Stock.
The above proposals will be presented to the shareholders, for their
approval, at a special meeting of the shareholders to be held in February 1998.
2. The Board of Directors added a new independent Director to the Company's
Board of Directors, Mr. Edmund Vimond. Mr. Vimond is a former CEO of Shulton,
Inc. (a subsidiary of American Cyanamid Company) and R.J. Reynolds Tobacco
International.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits:
99.1 Chromatics Color Sciences International, Inc. Press Release,
dated December 23, 1997.
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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 Simpson Macfarlane
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Name: Darby S. Macfarlane
Title: Chief Executive Officer
Date: January 5, 1998
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EXHIBIT INDEX
Document Page Number
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99.1 Chromatics Color Sciences International, Inc. 5
Press Release, dated December 23, 1997.
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Exhibit 99.1
CHROMATICS COLOR SCIENCES
INTERNATIONAL, INC.
Contact: Darby S. Macfarlane
Telephone: (212) 717-6544
Fax: (212) 717-6675
FOR IMMEDIATE RELEASE
December 23, 1997
STOCK SPLIT
Chromatics Color Sciences International, Inc. (NASDAQ: CCSI) The Company
announced today that the Board of Directors of the Company has adopted
proposals for submission to the shareholders for their approval in order to
effect (i) a 3 for 2 forward split of the outstanding shares of common stock,
(ii) an extension to December 31, 2000 of the expiration date of the conversion
feature of the Company's Series A preferred stock and (iii) a revision to the
market price conversion feature of the Series A preferred stock to adjust for
the stock split and a revision to modify certain performance goals. These
matters will be presented to the shareholders in the near future for their
review and approval.
The Board of Directors has also added a new independent Director to the
Company's Board of Directors, Mr. Edmund Vimond. Mr. Vimond is a former CEO of
Shulton (a subsidiary of American Cyanamid Company) and R.J. Reynolds Tobacco
International, in addition to holding earlier management positions at Johnson
and Johnson and Warner-Lambert Company.
"We are very pleased that Mr. Vimond is joining us during this next phase
in the Company's development" said Darby S. Macfarlane, Chief Executive Officer,
CCSI.
The Company is engaged in the business of color science and has developed
technologies with 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 cosmetic, beauty aid and fashion industries. The
Company's common stock is traded on NASDAQ under the symbol "CCSI".
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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
future regulatory clearances applicable to proposed new applications of the
Company's technology, 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 end December 31, 1996 and its quarterly
report on Form 10-QSB for the period ended September 30, 1997.
