<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
September 1, 2000
Date of Report
(Date of Earliest Event Reported)
SANGUINE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-24480 95-4347608
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
101 East Green Street, #11
Pasadena, California 91105
(Address of Principal Executive Offices)
(626) 405-0079
Registrant's Telephone Number
Item 5. Other Events.
On September 1, 2000 (effective as of August 29, 2000), the
Registrant completed the offer and sale of 1,635,970 units (the "Unit" or
"Units") at $0.50 per Unit for an aggregate of $817,985 (the "Offering").
Each Unit consisted of two shares of the Registrant's common stock
("restricted securities") and one redeemable common stock purchase warrant
(the "Investor Warrant or Warrants"). Each Investor Warrant entitles the
holder to purchase one share of common stock of the Registrant (the "Warrant
Shares"), at an exercise price equal to $.40 per share (the "Investor Warrant
Exercise Price"), subject to adjustment in certain circumstances. The
Investor Warrants are exercisable at any time commencing on the date of
issuance and terminating four years thereafter, subject to an effective
registration statement to be filed with the Securities and Exchange Commission
to cover such exercise (the "Registration Statement"). Commencing one year
after issuance, the Investor Warrants are redeemable, in whole or in part, at
the option of the Registrant, for $0.05 per Investor Warrant on not less than
30 days prior written notice, at any time, provided that (i) the closing bid
price of the Registrant's common stock is at least 200% of the then current
Investor Warrant Exercise Price and the public trading volume of the common
stock is not less than 50,000 shares per day on each of the 20 consecutive
trading days ending within 10 days from the date of the notice of redemption;
and (ii) the Warrant Shares have been registered for public distribution under
the Securities Act of 1933, as amended (the "1933 Act"). The Registrant is
required to file the Registration Statement, at its cost, with the Securities
and Exchange Commission to register the resale of the common stock issued and
those shares underlying the Investor Warrants comprising a portion of the
Units within 30 days of the closing of the Offering or September 30, 2000
(October 2, 2000, because September 30, 2000 falls on a weekend), and to cause
this Registration Statement to be declared effective within 150 days of
closing or the Investor Warrant Exercise Price shall be reduced by $0.05 per
each 30 day delay in the filing or effectiveness of the Registration
Statement. The Registrant intends to timely file this Registration Statement,
if at all possible; however, no assurance can be given that it will be able to
do so or that once filed, the Securities and Exchange Commission will grant an
effective date within the time allowed to avoid any penalty. Copies of the
following documents respecting this Offering are attached hereto and
incorporated herein by reference: Confidential Private Placement Memorandum of
the Registrant dated May 18, 2000 (the "Offering Memorandum" [Exhibit No.
99.1]), as amended (the "Offering Memorandum Supplement" [Exhibit 99.2]);
Subscription Agreement (Exhibit 99.4); Investor Questionnaire (Exhibit 99.5);
and the Closing Memorandum (Exhibit 99.3). See Item 7.
The Registrant engaged Laidlaw Global Securities, Inc. of New York,
New York ("Laidlaw"), to act as its placement agent (the "Placement Agent") in
connection with the Offering. The Placement Agency Agreement provided for the
payment of an 8% sales commission on the gross Offering receipts, together
with 2% of the gross receipts for non-accountable expenses, along with
warrants to purchase 10% of the Units sold at an exercise price of $0.001 per
Unit (respectively, the "Placement Agent's Warrant or Warrants" and the
"Placement Agent's Warrant Exercise Price"). The Placement Agent has demand
"registration rights" respecting these Units and the underlying shares of
common stock, and it is anticipated that the shares comprising a portion of
these Units and the shares underlying the Placement Agent's Warrants will be
included in the Registration Statement to be filed. The Registrant was also
required to pay other expenses in connection with the Offering, including
costs of its counsel and counsel for Laidlaw. See the Closing Memorandum for
an accounting of the receipts and disbursements of the Offering proceeds
(Exhibit 99.3), Item 7. The Placement Agency Agreement also contained various
mutual representations and warranties and provided for mutual indemnification
of liabilities resulting from misstatements or omissions of the other. Copies
of the Placement Agency Agreement (Exhibit 1) and the Placement Agent's
Warrant (Exhibit 4.2) are attached hereto and incorporated herein by
reference. See Item 7.
As a condition to Laidlaw completing the Offering, certain
stockholders of the Registrant who had been issued shares that had been
registered with the Securities and Exchange Commission on Form S-8 on May 9,
2000 (and as amended on August 31, 2000) as compensation for services rendered
agreed to a lock-up respecting these shares until May 8, 2001. Copies of
these Lock-Up Agreements are attached hereto and incorporated herein by
reference (Exhibits 99.6, 99.7 and 99.8). See Item 7.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibit
Number Description
------- -----------
1. Placement Agency Agreement
4.1 Placement Agent's Warrant
4.2 Investor's Warrant
99.1 Offering Memorandum
99.2 Offering Memorandum Supplement
99.3 Closing Memorandum
99.4 Subscription Agreement
99.5 Investor Questionnaire
99.6 Lock-Up Agreement
99.7 Lock-Up Agreement
99.8 Lock-Up Agreement
99.9 Lock-up Agreement
S-8 Registration Statement*
* As filed with the Securities and Exchange
Commission on May 9, 2000, and as amended
on August 31, 2000, is incorporated herein
by reference.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
SANGUINE CORPORATION
Date: 9/14/00 By:/s/Thomas C. Drees
--------------------------------------
Thomas C. Drees, Ph.D.
CEO, President and Chairman of the Board of
Directors
Date: 9/14/00 By:/s/Anthony G. Hargreaves
--------------------------------------
Anthony G. Hargreaves
Vice President, Secretary/Treasurer and Director
Date: 9/15/00 By:/s/David E. Nelson
--------------------------------------
David E. Nelson
CFO and Director
Date: 9/14/00 By:/s/ Edward L. Kunkel, Esq.
--------------------------
Edward L. Kunkel, Esq.
Director
