SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
Current Report Pursuantto Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)May 5, 2000
Flexpoint Sensor Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-24368 87-0620425
(Commission file number) (IRS employer identification no.)
6906 South 300 West, Midvale, Utah 84047
(Address of principal executive offices) (Zip code)
(801) 568-5111
(Registrant's telephone number, including area code)
This document contains a total of 7 pages.
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Item 5. Other Events
Amendment to Purchase and Sale Agreement
Flexpoint Sensor Systems, Inc. ("Flexpoint") has entered into an
amendment to its Purchase and Supply Agreement with Delco Electronics
Corporation, a subsidiary of Delphi Automotive Systems LLC ("Delphi"). The
Purchase and Supply Agreement provides that Flexpoint will complete
development and supply its automobile occupant classification system to
Delphi. The occupant classification system is expected to automatically
regulate airbag deployment based on weight and size characteristics of
automobile passengers. Under the project, Delphi has overall responsibility
for providing the electrical interface for the system into the vehicle as well
as for the integration of the system into the vehicle's passenger seat and
overall sensing system.
Under the terms of the amendment, Delphi will provide Flexpoint with a
$4,100,000 interest free loan. In May 2000, $800,000 was advanced to Flexpoint
and an additional $300,000 will be advanced during each of the next eleven
months. The loan proceeds are to be used for costs directly related to the
Delphi programs. Delphi has the right to withhold future loan amounts in the
event Flexpoint is not using its best efforts to successfully implement the
occupant classification system or if related milestones are not achieved. In
addition, Delphi's non-competition obligation in the Purchase and Supply
Agreement was deleted. At Delphi's election, the loan will be repaid either
through a rebate on the sales of sensor mats from Flexpoint to Delphi, as
payment toward the purchase price of Flexpoint common stock at a price not in
excess of $2.23 per share (115% percent of the closing price as of the
effective date of the amendment) or some combination of the foregoing which
Delphi shall determine at a future date.
Steve Young Joins Flexpoint's Board of Directors
On May 20, 2000, Flexpoint's Board of Directors unanimously appointed
Steve Young, quarterback for the San Francisco 49ers, to fill a vacancy on
Flexpoint's Board of Directors.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
a. Financial Statements of Businesses Acquired.
Not applicable.
b. Pro Forma Financial Information.
Not applicable.
c. Exhibits.
Number Description
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10.1 Amendment 1 to Purchase and Supply Agreement.
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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 hereunto duly authorized.
Date: June 2, 2000
FLEXPOINT SENSOR SYSTEMS, INC.
By /s/ Douglas M. Odom
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Douglas M. Odom
President, Chief Executive
Officer and Director
