Prospectus Supplement pursuant to Rule 424(b)(3) and (c)
Registration Statement No. 033-84068
Filed July 24, 1997
Supplement No. 1
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The following paragraph on page 1 of the Prospectus has been revised and
should now read as follows:
The offering consists of 566,000 shares of Common Stock, par value $.001
(the "Common Stock"), of DiaSys Corporation (the "Company"), a Delaware
corporation, issuable upon the exercise of 566,000 Redeemable Common Share
Purchase Warrants (the "Redeemable Warrants"). The Redeemable Warrants were
issued in connection with a pubic offering of the Company's securities in
January 1995. Each Redeemable Warrant entitles the registered holder thereof to
purchase one share of Common Stock at a price of $7.00 per share, subject to
adjustment in certain circumstances. The Redeemable Warrants were set to expire
on January 10, 1997. On January 3, 1997, the Board of Directors of the Company
approved an extension of the expiration date of the 566,000 publicly traded
Redeemable Warrants from January 10, 1997 to July 10, 1997. On May 21, 1997, the
Board of Directors of the Company reduced the exercise price of the Redeemable
Warrants for the remainder of their term to $5.25 per share. On July 3, 1997,
the Board of Directors of the Company approved the extension of the expiration
date of the 566,000 publicly traded Redeemable Warrants from July 10, 1997 to
October 10, 1997. On October 7, 1997, the Board of Directors of the Company
approved an additional extension of the expiration date of the 565,800 publicly
traded Redeemable Warrants from October 10, 1997 to April 10, 1998. On February
26, 1998, the Board of Directors of the Company reduced the exercise price of
the 565,800 publicly traded Redeemable Warrants for the remainder of their term
to $4.50 per share. The Redeemable Warrants are redeemable by the Company upon
notice of not less than 30 days, at a price of $.05 per Redeemable Warrant,
provided that the average closing bid quotation of the Common Stock for the 20
trading days ending on the third day prior to the day on which the Company gives
notice has been at least $8.00. See "Description of Securities."
The Common Stock and the Redeemable Warrants are quoted on the Nasdaq
SmallCap Market ("Nasdaq") under the symbols DIYS and DIYSW, respectively. On
February 11, 1998 the Company announced a change to the trading symbols of the
Common Stock from DIYS to DIYSC, and for its Redeemable Warrants from DIYSW to
DIYWC.
Supplement No. 2
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The following sentence should be added at the end of the 7th paragraph on
page 2 of the Prospectus:
The Company has filed for arbitration in connection with its claims against
IMI.
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Supplement No. 3
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The following paragraph was added at the top of page 3 of the Prospectus:
On December 29, 1997, the Company announced that it has entered into a
Strategic Cooperation Agreement with Bayer Corp., Diagnostics Division; the
United States subsidiary of Bayer AG. Under the Agreement, Bayer and the Company
will recommend and refer each other's urinalysis workstations to hospital and
commercial laboratory customers in the United States. Bayer Corp. is a
research-based company with major businesses in health care and life sciences,
chemicals and imaging technologies. Bayer Corp. had 1996 sales of $9 billion and
employs 24,000 people. Bayer Corp., with headquarters in Pittsburgh, is a
member of the worldwide Bayer Group, a $32.5 billion chemical and pharmaceutical
company based in Leverkusen, Germany. Bayer Corp., Diagnostics Division,
headquartered in Tarrytown, NY, is part of Bayer Diagnostics, one of the largest
diagnostics businesses in the world. Bayer Diagnostics serves customers in 100
countries.
Supplement No. 4
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The following paragraph was revised to Risk Factor No. 14 (MAINTENANCE
CRITERIA FOR NASDAQ SECURITIES) on page 8 of the Prospectus and should now read
as follows:
On October 15, 1997, Nasdaq notified the Company that the Company did not
meet one of the continuing listing requirements for trading on Nasdaq since the
Company's total assets were less than $2 million as reported in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1997. After a
formal hearing before a Nasdaq Listing Qualifications Panel on January 15, 1998,
the Company was granted a temporary exception from the net tangible asset
requirement based upon the Company's plan to resume compliance in the near
future. The exception will expire on March 13, 1998 and the Company is subject
to the following conditions: (i) On or before March 13, 1998, the Company must
make a public filing with the Commission and Nasdaq evidencing a minimum of
$2,000,000 in net tangible assets. This filing must contain a balance sheet and
corresponding statement of operations no older than January 31, 1998, with pro
forma adjustments for any significant events or transactions occurring on or
before the filing date and (ii) On or before April 10, 1998, the Company must
make a public filing with the Commission and Nasdaq evidencing a minimum of
$3,000,000 in net tangible assets. This filing must contain a balance sheet and
corresponding statement of operations no older than February 28, 1998, with pro
forma adjustments for any significant events or transactions occurring on or
before the filing date. Both filings must evidence compliance with all criteria
necessary for continued listing. In the event the Company fails to comply with
any of the terms of this exception, its securities will be immediately delisted
from The Nasdaq SmallCap Market. Although the Company believes that it will meet
these conditions, there can be no assurance that the Company will meet the
requirements for its securities to be listed on the Nasdaq SmallCap Market. (See
"Penny Stock Regulations" below.)
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Supplement No. 5
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The following paragraph on page 32 of the Prospectus has been revised and
should now read as follows:
REDEEMABLE WARRANTS
Each Redeemable Warrant entitled the registered holder thereof (the
"Warrantholder") to purchase one share of Common Stock at a price of $7.00,
subject to adjustment in certain circumstances. The Redeemable Warrants were set
to expire on January 10, 1997. On January 3, 1997, the Board of Directors of the
Company approved an extension of the expiration date of the 566,000 publicly
traded Redeemable Warrants from January 10, 1997 to July 10, 1997. On May 21,
1997, the Board of Directors of the Company reduced the exercise price of the
Redeemable Warrants for the remainder of their term to %5.25 per share. On July
3, 1997, the Board of Directors of the Company approved the extension of the
expiration date of the 565,800 publicly traded Redeemable Warrants to October
10, 1997. On October 7, 1997, the Board of Directors of the Company approved an
additional extension of the expiration date of the 565,800 publicly traded
Redeemable Warrants from October 10, 1997 to April 10, 1998. On February 26,
1998, the Board of Directors of the Company reduced the exercise price of the
565,800 publicly traded Redeemable Warrants for the remainder of their term to
$4.50 per share. The Redeemable Warrants are redeemable by the Company upon
notice of not less than 30 days, at a price of $.05 per Redeemable Warrant,
provided that the average closing bid quotation of the Common Stock for the 20
trading days ending on the third day prior to the day on which the Company gives
notice has been at least $8.00. The Warrantholders shall have the right to
exercise their Redeemable Warrants until the close of business on the date fixed
for redemption. See "Description of Securities."
