UNITED STATES
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) March 14, 2000
Commission File Number: 0000-23721
LIFEPOINT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE #33-0539168
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
10400 Trademark Street, Rancho Cucamonga, CA 91730
(Address of Principal Executive Offices) (Zip Code)
(909) 466-8047
Registrant's Telephone Number, Including Area Code
Item 5. Other Information
On February 29, 2000, the Registrant held an initial closing of a private
placement offering pursuant to Regulation D of the Securities Act of 1933
as to 884 units (each unit consisting of 2,500 shares of Common Stock and
2,500 Common Stock purchase warrants, at $5,000 per unit). The Registrant
completed the offering on March 14,2000 for an additional 956 units. The
Registrant received $9,200,000 in gross proceeds on a total placement of
1,840 units. In addition, on March 3, 2000, the Registrant's Common Stock
achieved an average high bid/low asked prices for 20 trading days of $4.00
per share. This event invoked the mandatory redemption of the Series A
Preferred Stock on March 24, 2000. The Pro Forma Financial Statements
included in the Exhibits reflect both the sale of the Common Stock and the
conversion of the Series A Preferred Stock as if they occurred on or prior
to February 29, 2000.
Item 7. Financial Statements and Exhibits
(b) Pro forma Financial Statements
Pro forma balance sheet as of February 29, 2000(unaudited)
Pro forma statement of operations for the eleven months ended
February 29, 2000(unaudited)
Pro forma statements of cash flows(unaudited)
Notes to the pro forma condensed combined financial
statements (unaudited)
(c) Exhibits
99.2 Press release issued March 14, 2000.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf
by the undersigned therein to be duly authorized.
LIFEPOINT, INC.
(Registrant)
Date: March 14, 2000 By /s/ Michele A. Clark
Michele A. Clark
Controller and Chief
Accounting Officer
</PAGE>
<PAGE>
<TABLE>
<CAPTION>
LIFEPOINT, INC.
(a Development Stage Enterprise)
BALANCE SHEET (unaudited)
<S> <C> <C> <C>
Proforma
February 29, Proforma February 29,
2000 Adjustments 2000
ASSETS ------------- ----------- ------------
Current assets:
Cash and cash equivalents $ 1,232,171 $ 9,200,000 $10,432,171
Prepaid expenses and other current assets 88,731 - 88,731
----------- ----------- -----------
Total current assets 1,320,902 9,200,000 10,520,902
Property and equipment, net 400,239 - 400,239
Patents and other assets, net 94,586 - 94,586
----------- ----------- -----------
$ 1,815,727 $ 9,200,000 $11,015,727
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 154,167 $ - $ 154,167
Accrued expenses 249,516 - 249,516
Capital Lease -Short Term 101,386 - 101,386
----------- ----------- -----------
Total current liabilities 505,069 - 505,069
Capital Lease - Long Term 112,240 - 112,240
Accrued Consulting - Long Term 148,253 - 148,253
----------- ----------- -----------
765,562 - 765,562
Stockholders' equity:
Series A 10% Cumulative Convertible
Preferred Stock, $.001 par value,
600,000 shares authorized, 427,375
outstanding at February 29, 2000 427 (427) -
Common stock, $.001 par value;
50,000,000 shares authorized,
15,491,537 shares issued and
outstanding at February 29, 2000 15,491 13,147 28,638
Additional paid-in capital 18,884,665 9,187,280 28,071,945
Deficit accumulated in the
development stage (17,850,418) - (17,850,418)
----------- ----------- -----------
Total stockholders' equity 1,050,165 9,200,000 10,250,165
----------- ----------- -----------
$ 1,815,727 $ 9,200,000 $11,015,727
=========== =========== ==========
</TABLE>
</PAGE>
<PAGE>
<TABLE>
<CAPTION>
LIFEPOINT, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS (Unaudited)
<S> <C> <C> <C>
Cumulative
For the For the From
Eleven Months Year October 8, 1992
Ended Ended (Inception) to
February 29 March 31, February 29,
2000 1999 2000
----------- ------------ ----------------
Revenues $ - $ - $ -
Costs and Expenses:
General and Administrative Expenses 1,321,357 1,483,135 4,757,559
Research and Development 2,138,378 1,117,786 7,879,780
Depreciation and Amortization 88,690 142,387 967,250
Interest Expense - Parent - - 95,790
Management Fees - Parent - - 2,089,838
Interest Expense - - 119,300
----------- ------------ -------------
Total Costs and Expenses 3,548,425 2,743,308 15,909,517
Loss from Operations (3,548,425) (2,743,308) (15,909,517)
Other Income/(Expense) 126,611 46,595 (169,775)
----------- ------------ -------------
Net Loss $(3,421,814) $(2,696,713) $(16,079,292)
============ ============ =============
Earnings per Common Share:
Weighted Average Common Shares
Outstanding 14,855,476 11,566,684
============ ============
Net Loss Per Common Share $(0.23) $(0.23)
============ ============
Earnings per Common Share, Assuming
Dilution:
Weighted Average Common Shares
Outstanding 14,855,476 11,566,684
============ ============
Net Loss Per Common Share, Assuming
Dilution $(0.23) $(0.23)
============ ============
Proforma Earnings per Common Share,
Assuming Dilution:
Weighted Average Common Shares
Outstanding 14,894,840
============
Net Loss Per Common Share, Assuming
Dilution $(0.23)
============
</TABLE>
</PAGE>
<PAGE>
<TABLE>
<CAPTION>
LIFEPOINT, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS (Unaudited)
<S> <C> <C> <C>
Proforma
Cumulative From
For the Eleven October 8, 1992
Months Ended (Inception) to
February 29, Proforma February 29,
2000 Adjustments 2000
Cash flow from operating activities:
Net loss $ (3,421,814) $ - $(17,792,126)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 88,690 - 1,007,769
Consulting expense - - 361,160
Loss on disposal of property and equipment - - 237,976
Loss on marketable securities - - 627,512
Amortization of bond discount - - (4,855)
Changes in operating assets and liabilities:
Change in prepaid expenses and other
current assets (52,849) - 35,670
Change in other assets (11,005) - (33,471)
Change in accounts payable (77,097) - 208,526
Change in accrued expenses (691) - (118,610)
------------ ------------ --------------
Net cash used by operating activities (3,474,766) - (15,470,449)
Cash flow from investing activities:
Sale of marketable securities - - 3,285,625
Purchases of marketable securities - - (3,908,281)
Purchases of property and equipment (118,896) - (722,459)
Proceeds from sale of property and
equipment - - 80,828
Patent costs (13,893) - (70,817)
------------ ------------ --------------
Cash used by investing activities (132,789) - (1,335,104)
Cash flow from financing activities:
Sales of common stock 102,140 9,200,000 19,348,366
Expenses of common stock offering (42,347) - (1,723,933)
Sales of preferred stock - - 6,000,000
Expenses of preferred stock offering (18,374) - (738,451)
Exercise of stock options 1,875 - 22,473
Advances on note receivable - Parent - - (1,917,057)
Collection on note receivable - Parent - - 1,634,762
Proceeds of loan payable - Parent - - 4,715,067
Payment of loan payable - Parent - - (1,299,782)
Proceeds of capital leases - - 101,572
Payments of capital leases - - (105,293)
Proceeds of brokerage loan payable - - 2,674,683
Payments of brokerage loan payable - - (2,674,683)
------------ ------------ --------------
Net cash provided by financing activities 43,294 9,200,000 26,037,724
Increase (decrease) in cash and cash equivalents (3,564,261) 9,200,000 9,232,171
------------ ------------ --------------
Cash and cash equivalents - beginning of period 4,796,432 1,232,171 -
Cash and cash equivalents - end of period $ 1,232,171 $10,432,171 $ 9,232,171
============ =========== =============
Supplemental disclosure of cash information:
Cash paid for interest $ 24,815 $ - 216,861
============ =========== =============
Non-cash operating activities:
Value of common stock for consulting
services $ - $ - $ 203,340
============ =========== =============
Non-cash investing activities:
Value of assets transferred to lessor
in lieu of payment on capital leases $ - $ - $ 71,405
============ =========== =============
Non-cash financing activities:
Value of common stock issued and
additional paid-in capital for the
transfer of assets from Parent $ - $ - $ 781,060
============ =========== =============
Value of common stock issued to Parent
and additional paid-in capital for the
forgiveness of debt $ - $ - $ 3,160,502
============ =========== =============
Value of common stock warrants issued
for consulting services $ - $ - $ 187,500
============ =========== =============
Value of common stock issued and additional
paid-in capital issued as dividends
on preferred stock conversions $ 50,114 $ - $ 54,978
============ =========== =============
Value of common stock warrants issued
for preferred stock offering $ - $ - $ 133,559
============ =========== =============
Value of preferred stock converted to
common stock $ 2,607 $ 8,547 $ 12,000
============ =========== =============
</TABLE>
</PAGE>
<PAGE>
Notes To Pro Forma Financial Statements
1) On February 29, 2000, the Registrant held an initial closing of a private
placement offering pursuant to Regulation D of the Securities Act of 1933 as
to 884 units (each unit consisting of 2,500 shares of Common Stock and 2,500
Common Stock purchase warrants) at $5,000 per unit. The Registrant completed
the offering on March 14, 2000 for an additional 956 units. The Registrant
received $9,200,000 in gross proceeds on a total placement of 1,840 units.
The Registrant, accordingly, issued an aggregate of 4,600,000 shares of
Common Stock.
2) On March 3, 2000, the Registrant's 20 trading day average high bid/low
asked prices reached $4 per share invoking the mandatory redemption of the
Series A Preferred Stock on March 24, 2000. The outstanding 427,375 shares
of Series A Preferred Stock will be converted into 8,547,500 shares of Common
Stock.
3) The unaudited pro forma balance sheet of the Registrant as of
February 29, 2000 assumes the completion of the sale of 4,600,000 shares of
the Common Stock and the conversion of 427,375 shares of the Series A
Preferred Stock, but do not include the calculation of the dividend on the
preferred conversion.
4) The unaudited pro forma statements of operations for the year ended
March 31, 1999 and the eleven months ended February 29, 2000 present the
actual results of operations through the respective periods. However, the
weighted average shares outstanding and the earnings per share for the
period ending February 29, 2000 assumes both the conversion of the Series A
Preferred and the completion of the private placement offering.
5) The unaudited pro forma statements of cash flows for the eleven months
ended February 29, 2000 and the cumulative October 8, 1992 (inception)
through February 29, 2000 present the actual cash flows through the
respective periods with the additional $9,200,000 received in the recently
closed placement.
6) The unaudited pro forma financial statements have been prepared by the
Registrant and all calculations have been made based upon assumptions deemed
appropriate. The unaudited pro forma financial statements were prepared
utilizing the accounting policies of the Registrant as described in the
Annual Report on Form 10K. The pro forma adjustments reflect the gross
proceeds from the private placement and, accordingly, may be subject to
certain adjustments as the Registrant finalizes the offering and related
expenses in accordance with generally accepted accounting principles.
7) The unaudited pro forma financial information should be read in
conjunction with the Registrant's historical financial statements and
notes thereto contained in the 1999 Annual Report on Form 10-K, the Quarterly
Reports on Form 10-QSB for the quarters ended June 30, 1999, September 30, 1999
and December 31, 1999 and on January 27, 2000 the Registrant filed
Post-Effective Amendment No. 2 to Form S-1 with fully reviewed financial
statements.
</PAGE>
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
Company: Media Relations:
LifePoint, Inc. The Blaine Group
(909) 466-8047 x 400 (310) 360-1499
e-mail: [email protected]
Website: www.lifepointinc.com
Contact: Linda H. Masterson, CEO & Pres.
LIFEPOINT, INC. ANNOUNCES OVER $8 MILLION FUNDING AND CONVERSION OF
CONVERTIBLE PREFERRED STOCK
ONTARIO, Calif. -March 14, 2000- LifePoint, Inc. (LFPT), a developer of rapid,
non-invasive testing products using saliva, announced today that it filed a
Current Report on Form 8-K disclosing that the Company had completed at least
$8 million of long-term funding through a private placement pursuant to
Regulation D of the Securities Act of 1933.
In the private placement the Company offered units, each unit consisting of
2500 shares of LifePoint Common Stock and 2500 $3 warrants to purchase
LifePoint Common Stock, at $5,000 per unit. The warrants may not be exercised
prior to September 14, 2000 and the shares included in the units are restricted
securities for at least one year. LifePoint has previously announced that it
would require an additional $4.5 million to bring the first product to market;
therefore, this offering will allow LifePoint to complete the product
development and bring the first product to market, and provide LifePoint with
operating funds for several quarters past initiation of revenues.
Additionally, LifePoint also disclosed the mandatory conversion of the
remaining Series A Preferred Stock effective March 24, 2000, which $6 million
offering had funded the company's final development efforts from January 1999
through the completion of the prototype instrument the second quarter of 2000.
The redemption was required because the average market price of the Company's
Common Stock was over $4.00 during a 30 day period. The previously
non-converted shares of the Series A Preferred Stock are substantially owned
by several long-term investors in LifePoint. Over 53% of the remaining shares
are owned by The General Conference Corporation of Seventh-day Adventists,
who have participated in every financing round LifePoint has completed since
1997, including the current private placement. The mandatory conversion of
the remaining shares of the Series A Preferred Stock will add 8,547,500 shares
of LifePoint Common Stock to the outstanding shares.
On a fully-diluted basis, with the current private placement and the conversion
of the Preferred Series A Stock, LifePoint Common Stock (now the only issued
stock of the corporation) is distributed as follows: 28% is held by insiders
(management and directors) and institutions own 31% of LifePoint. The General
Conference Corporation of Seventh-day Adventists owns 48% of the institutional
position; therefore, the 43% of the Common Stock is highly affiliated or held
by insiders and 23% is restricted for one year.
LifePoint, Inc. is a late development stage company designing a unique product
that will provide immediate, on-site diagnostic results without the need to
take blood or urine. LifePoint is focused on the commercialization of the
flow immunosensor technology licensed from the Naval Research Laboratories.
This patented technology, when used in conjunction with saliva as a
non-invasive test specimen using the Company's proprietary collection
technology, will allow LifePoint to develop a broadly applicable non-invasive,
rapid, on-site diagnostic test system. The LifePointT product could be used for
rapid diagnostic testing, for screening, and therapeutic drug monitoring in
non-medical environments such as the workplace, home health care, ambulances,
pharmacies, and law enforcement. The first product under development is for
the simultaneous detection of drugs of abuse and alcohol. The market
potential for this product is estimated to be $750 million and growing to
over $1 billion by 2002. Marketing to the non-medical markets is anticipated
to begin no earlier than the fourth quarter of 2000.
For more information on LifePoint, Inc. visit www.lifepointinc.com or call
(909) 466-8047 x 400.
This press release contains forward-looking statements regarding future events
and the future performance of LifePoint, Inc. that involve risks and
uncertainties that could cause actual results to differ materially. These
risks include, but are not limited to, the completion of product development,
the need for additional funding, the initiation and completion of clinical
trials and dependence on third parties for clinical testing and marketing.
These risks are described in further detail in the Company's reports filed
with the Securities and Exchange Commission.
LifePoint is a trademark of LifePoint, Inc.
</PAGE>
