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 20, 1999
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SELFCARE, INC.
(Exact name of Registrant as specified in charter)
Delaware 0-20871 04-3164127
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
200 Prospect Street, Waltham, Massachusetts 02453
(Address of principal executive offices) (Zip Code)
(781) 647-3900
(Registrant's telephone number, including area code)
Item 5. Other Events
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A. Shareholder Approval
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On May 20, 1999, at the Annual Meeting of Shareholders of
Selfcare, Inc. ("Selfcare"), the shareholders approved the
proposals necessary to implement the transactions outlined in
Selfcare's Form 8-K, event date January 8, 1999, filed with the
Securities and Exchange Commission (the "Commission") on January
8, 1999. Specifically, the shareholders approved proposals with
respect to the following:
1. Ratification, confirmation and approval of the issuance of
the Senior Subordinated Convertible Notes, issued October
27, 1997 (the "Original Notes") and the portion of Original
Notes amended and issued by Selfcare on January 11, 1999
(the "Amended Notes") in connection with the settlement of
certain obligations of Selfcare to the holders of the Notes.
2. Ratification, confirmation and approval of the issuance of
the Series C Convertible Preferred Stock, Series D
Convertible Preferred Stock and Series E Convertible
Preferred Stock, each par value $.001 per share (the "Series
C Preferred Stock," the "Series D Preferred Stock" and the
"Series E Preferred Stock," respectively) and ratification,
confirmation and approval of the participation of certain
officers and directors of Selfcare in the private placement
of the Series C Preferred Stock and the Series E Preferred
Stock.
On May 20, 1999, at the Annual Meeting of Shareholders of
Selfcare, the shareholders also approved the proposals necessary
to implement the transactions outlined in Selfcare's Form 8-K,
event date January 22, 1999, filed with the Commission on
January 22, 1999. Specifically, the shareholders approved
proposals with respect to the following:
1. Authorization and approval of the Amendment of Selfcare's
Restated Certificate of Incorporation (the "Amendment") to
amend the terms of the Series B Convertible Preferred Stock,
par value $.001 per share (the "Series B Preferred stock").
The Amendment was filed with the Delaware Secretary of State
on May 20, 1999. A copy of the Amendment is filed as
Exhibit 4.1 attached hereto.
2. Authorization and approval of the issuance of the Series B
Preferred Stock in connection with the settlement of certain
obligations of Selfcare to the holders of the Series B
Preferred Stock.
B. Conversion of the Amended Notes
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On March 31, 1999 the Company had $2,415,000 aggregate
principal outstanding on the Amended Notes. Between March 31,
1999 and May 24, 1999 the holders of the Amended Notes converted
all of the remaining amounts due under the Amended Notes into
1,215,328 shares of the Company's common stock.
Item 7. Exhibits
Exhibits
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4.1 Amendment to Selfcare's Restated
Certificate of Incorporation filed with the
Delaware Secretary of State on May 20, 1999.
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 thereunto duly authorized.
Date: May 28, 1999 SELFCARE, INC.
/s/ Kenneth D. Legg
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Kenneth D. Legg
Vice President, U.S. Operations and
Secretary
EXHIBIT 4.1
CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
SELFCARE, INC.
(Pursuant to Section 242 of the
Delaware General Corporation Law)
Selfcare, Inc., a Delaware corporation (the "Corporation"),
hereby certifies that the following amendment to the
Corporation's Certificate of Incorporation (the "Amendment") has
been duly adopted in accordance with Section 242 of the Delaware
General Corporation Law.
The Certificate of Designations, Preferences and Rights of
the Series B Convertible Preferred Stock filed by the Corporation
with the Secretary of State of the State of Delaware on August
26, 1997 and incorporated into the Corporation's Certificate of
Incorporation (the "Certificate") is hereby amended as follows:
1. In Article I of the Certificate, the words "One
Thousand U.S. Dollars ($1,000)" shall be deleted and
replaced with the words "One Thousand Two Hundred
Sixty-Nine U.S. Dollars and Twenty-Nine Cents
($1,269.29)."
2. Paragraph D of Article III of the Certificate shall be
deleted in its entirety and replaced with the
following:
"`Conversion Price' means (i) on any date occurring
from and after May 20, 1999 through and including July
20, 1999, the Fixed Conversion Price; and (ii) on any
date occurring after July 20, 1999, the lower of (A)
the Variable Conversion Price and (B) the Fixed
Conversion Price; provided, however, that in the event
that at any time following May 20, 1999 the Closing Bid
Price for a share of Common Stock exceeds $3.25
(subject to equitable adjustment for the events
specified in Article XI, A and B) for a period of ten
(10) consecutive trading days and the Corporation
delivers to each Holder, in accordance with the
provisions of this Certificate relating to the delivery
of notice, written notice of the occurrence of such
event within five (5) Business Days after the tenth
such trading day, "Conversion Price" shall mean, from
and after the effective date specified in such notice,
which date shall be at least thirty (30) days after
delivery of such notice to each Holder, the Fixed
Conversion Price, it being understood that after the
date of such delivery and prior to such effective date,
each Holder shall have the right to convert shares of
Series B Preferred Stock at any time and from time to
time at the lower of (A) the Variable Conversion Price
and (B) the Fixed Conversion Price."
3. Article III of the Certificate shall be amended as
follows:
Paragraph E thereof shall be deleted in its entirety
and replaced with the following:
"E. `Fixed Conversion Price' means $2.00, and shall be
subject to adjustment as provided herein."
Paragraph H thereof shall be deleted in its entirety
and replaced with the following:
"H. `N' means the number of days from and including
May 20, 1999."
4. In Section A of Article IV of the Certificate, the
formula described in clause (i) thereof shall be
deleted and replaced with the following:
FA + P
CP
where FA represents the Face Amount of such share of
Series B Preferred Stock,
P represents the aggregate Premium accrued on such
share of Series B Preferred Stock up to and including
the Conversion Date, and
CP represents the Conversion Price (as defined below)
in effect on the applicable Conversion Date.
5. In the first sentence of paragraph (i) of Section B of
Article IV of the Certificate, the following words
shall be inserted in the parenthetical after the words
"subject to a two (2) business day grace period":
"or, if the Corporation does not have a sufficient
number of shares of Common Stock listed on the
principal exchange or market on which the Common Stock
is then traded in order to effect the conversion of
Series B Preferred Stock, a five (5) business day grace
period"
6. Section C of Article IV of the Certificate shall be
amended as follows:
(i) In the first sentence of Section C, the words
"limitations (each of which limitations shall be
applied independently)" shall be deleted and
replaced with the word "limitation".
(ii) Paragraph (i) of Section C shall be deleted in its
entirety.
(iii) The number "(ii)" at the beginning of
paragraph (ii) of Section C shall be deleted.
7. Section E of Article IV of the Certificate shall be
amended so that the words "the Fixed Conversion Price
then in effect" appearing in subparagraph (iii)(a)
shall be deleted and replaced with "$13.9581 (subject
to equitable adjustment for the events specified in
Article XI, A and B)".
8. Article VII of the Certificate shall be deleted in its
entirety and replaced with the following:
"VII. [Intentionally Omitted]"
9. In subparagraph (iv) of Section B, Article VIII of the
Certificate, the parenthetical shall be amended so that
(i) the words "Articles V or VII" shall be deleted and
replaced with the words "Article V" and (ii) the words
"such Articles" shall be deleted and replaced with the
words "such Article".
10. Section B of Article VIII of the Certificate shall be
amended as follows:
(i) In the first sentence of paragraph VIII.B.(i), the
words "for any five (5) consecutive trading days
is less than $9.00" shall be deleted and replaced
with the words "for any ten (10) consecutive
trading days occurring after July 20, 1999 is less
than $2.00".
(ii) In the first sentence of paragraph VIII.B.(i), the
words "following the expiration of such five (5)
day period" shall be deleted and replaced with the
words "following the expiration of such ten (10)
day period".
(iii) In the last sentence of paragraph VIII.B.(i),
the words "115% of the Face Amount thereof" shall
be deleted and replaced with the words "the Face
Amount thereof".
11. In Section C of Article XIV of the Certificate, all
references to "Cap Amount" shall be deleted.
12. The following paragraph shall be added at the end of
Article XIV:
"Notices. Any notice, demand or request required or
permitted to be delivered by the Corporation to any Holder or by
any Holder to the Corporation pursuant to the terms of this
Certificate of Designation shall be in writing and shall be
deemed delivered (i) when delivered personally or by verifiable
facsimile transmission (with an original to follow) on or before
5:00 p.m., eastern time, on a Business Day or, if such day is not
a Business Day, on the next succeeding Business Day, (ii) on the
next Business Day after timely delivery to a
nationally-recognized overnight courier and (iii) upon actual
receipt after deposit in the U.S. mail (certified or registered
mail, return receipt requested, postage prepaid), addressed as
follows:
If to the Corporation:
Selfcare, Inc.
200 Prospect Street
Waltham, MA 02154
Attn: Chief Executive Officer
Fax: (617) 647-3939
with a copy to:
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
Attn: Stephen W. Carr, P.C. and Martin Carmichael,
III, P.C.
and if to any Holder, to such address for such Holder as appears
in the Securities Purchase Agreement, dated as of August 26, 1997
by and among the Corporation and each of the purchasers named
therein, or as may be designated by such Holder in writing to the
Corporation."
Except as specifically amended hereby, the Certificate of
Incorporation (including without limitation the Certificate of
Designation) shall remain in full force and effect in accordance
with its terms. No amendment effected hereby shall apply to any
event or circumstance occurring prior to the date on which this
Amendment is filed with the Secretary of State of the State of
Delaware and has become effective in accordance with the laws of
the State of Delaware.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Certificate of Amendment has been
executed on behalf of the Corporation this 20th day of May, 1999.
SELFCARE, INC.
By: /s/ Ron Zwanziger
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Name: Ron Zwanziger
Title: Chairman and Chief
Executive Officer
