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 16, 2000
FIRST SCIENTIFIC, INC.
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(Exact name of registrant as specified in this Charter)
Delaware 0-24378 33-0611745
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
1877 West 2800 South, Suite 200, Ogden, Utah 84401
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (801) 393-5781
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ITEM 5. OTHER EVENTS.
On May 16, 2000, First Scientific, Inc. (the "Company")
executed a Securities Purchase Agreement with Aspen Capital
Resources, LLC, a Utah limited liability company ("Aspen"),
whereby Aspen purchased 1,000 shares of Series A Convertible
Preferred Stock ("Preferred Shares") from the Company for
$1,000,000, less a 10% placement fee payable to Aspen, and
warrants exercisable for the purchase of additional shares of
Company common stock by Aspen. The Securities Purchase
Agreement provides for the subsequent purchases of an
additional 3,000 Preferred Shares with accompanying warrants
for an aggregate amount of $3,000,000. Such additional
closings are scheduled to occur in 30 day intervals following
the initial closing date. The first two subsequent closings
shall be for $1,000,000 each and the last two for $500,000
each, all of the foregoing being subject to a similar 10%
placement fee to Aspen.
In connection with the initial closing pursuant to the
Securities Purchase Agreement, the Company filed a Certificate
of Designation with the Secretary of State of Delaware,
creating a Series 2000-A Convertible Preferred Stock in
accordance with the terms of said Securities Purchase
Agreement. A copy of the Securities Purchase Agreement is
filed herewith as Exhibit 10.11. The Certificate of Designation
is filed herewith as Exhibit 4.1 and the Warrant Certificate
relating to this transaction is filed herewith as Exhibit 4.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Exhibits. The following exhibits are incorporated
herein by this reference:
Exhibit No. Description of Exhibit
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4.1* Certificate of Designation
creating Series 2000-A
Convertible Preferred Stock.
4.2* Warrant Certificate for
Series 2000-A Warrants.
10.11* Purchase Agreement dated as
of May 16, 2000 between the
Registrant and Aspen Capital
Resources, LLC, a Utah
limited liability company.
____________________________
* Filed herewith.
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.
FIRST SCIENTIFIC, INC.
(Registrant)
Date: May 31, 2000 By: /S/ Randall L. Hales
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Randall L. Hales, President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1* Certificate of Designation
creating Series 2000-A
Convertible Preferred Stock.
4.2* Warrant Certificate for
Series 2000-A Warrants.
10.11* Purchase Agreement dated as
of May 16, 2000 between the
Registrant and Aspen Capital
Resources, LLC, a Utah
limited liability company.
____________________________
* Filed herewith.
