MM.
You don't need to worry about only 8MM shares.
From the last 8K (5/29):
<< ChemTrak Incorporated (the "Company") has raised approximately $1 million
from the private placement of shares of redeemable convertible Series B
Preferred Stock pursuant to Subscription Agreements and Questionnaires dated as
of April 6, 1998; April 8, 1998; April 28, 1998; and April 29, 1998,
respectively.
The shares of Series B Preferred Stock are convertible into shares of
Common Stock of the Company 90 days after issuance. The shares of Series B
Preferred Stock bear cumulative dividends at an annual rate of 6 percent payable
in shares of Common Stock of the Company or cash at the Company's option. The
shares of Series B Preferred Stock, after adjustment to account for any accrued
dividend that has not been paid in cash, is convertible at a conversion price
equal to the lower of (1) 100 percent of the five-day Nasdaq average closing-bid
price on the date of each individual closing or (2) 75 percent of the five-day
average Nasdaq closing-bid price at time of conversion.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
---------------------------------
(c) Exhibits
4.1 Form of Subscription Agreements and Questionnaires dated as of
April 6, 1998; April 8, 1998; April 28, 1998; and April 29, 1998.
-2-
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.
CHEMTRAK INCORPORATED
Dated: May 27, 1998 By: /s/ DONALD V. FLUKEN
----------------------------------
Donald V. Fluken
Vice President, Secretary and
Chief Financial Officer
-3-
INDEX TO EXHIBITS
Exhibit No.
----------
4.1 Form of Subscription Agreements and Questionnaires dated as of
April 6, 1998; April 8, 1998; April 28, 1998; and April 29, 1998.
TYPE: EX-4.1
SEQUENCE: 2
DESCRIPTION: FORM OF SUBSCRIPTION AGREEMENTS AND QUESTIONNAIRES
EXHIBIT 4.1
FORM OF
PRIVATE PLACEMENT OFFERING
SUBSCRIPTION AGREEMENT AND QUESTIONNAIRE
----------------------------------------
THE SECURITIES, INCLUDING THE UNDERLYING SECURITIES, THAT ARE THE
SUBJECT OF THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1993, AS AMENDED (THE "ACT"), OR UNDER THE LAWS OF ANY
STATE OR OTHER JURISDICTION. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT UNLESS
SOLD PURSUANT TO RULE 144 OF SUCH ACT OR UNLESS THE SALE IS OTHERWISE
EXEMPT FROM REGISTRATION. THE COMPANY MAY REQUEST A WRITTEN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED IN CONNECTION WITH SUCH SALE, PLEDGE OR HYPOTHECATION, OR OTHER
TRANSFER.
AGREEMENT, effective this ____ day of March, 1998, between CHEMTRAK
INCORPORATED, a corporation incorporated under the laws of the State of Delaware
(the "Company"), and
(the "Subscriber").
--------------------
R E C I T A L S
---------------
A. The Company desires to provide financing for itself by selling, to
accredited investors, shares (the "Shares") of the Company's 6% Convertible
Preferred B Stock at $1,000.00 per share (the "Preferred Stock"), for an
aggregate purchase price of not more than $1,000,000.00 in the first tranche and
$2,000,000.00 in the second tranche.
B. Purchase of the Shares involves significant investment risks. The
Shares are being offered only to accredited investors as such term is defined
under Regulation D of the Securities and Exchange Commission ("SEC").
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
1. Purchase of Shares.
------------------
The Company agrees to sell to the Subscriber, and the Subscriber
agrees to purchase from the Company, Shares for the aggregate purchase price set
forth in the signature page hereof.
2. Payment of Purchase Price.
-------------------------
Concurrently with the delivery of this Agreement, the Subscriber has
delivered a check or made a wire transfer in the amount set forth in the
signature page hereof in payment of the purchase price for the Shares. Checks
shall be made payable, or wired funds shall be sent, Chase Manhattan Bank, New
York, AC#910-2-758829, Escrow Incoming Wire Account, Further Credit: Chem Trak
Incorporated, Attn: Connie Hum.
3. Representations and Warranties of the Company.
---------------------------------------------
The Company represents and warrants to the Subscriber as follows:
(a) The Shares will be, when issued, delivered and paid for in
accordance with this Agreement, duly and validly issued, fully paid and non-
assessable; all presently outstanding shares of Common Stock of the Company have
been duly authorized, validly issued and are fully paid and non-assessable; the
Shares are not being issued in violation of the preemptive rights of any of the
Company's security holders, and all corporate action required to be taken by the
Company prior to the issuance and sale of the Shares to qualified subscribers
has been or, prior to the sale thereof, will have been taken.
(b) The authorized capital stock of the Company consists of 40,000,000
shares of Common Stock, par value $0.001 per share, of which approximately
14,880,000 shares of such Common Stock are issued and outstanding, 5,000,000
shares of Preferred Stock, par value $0.001 per share, of which approximately
910 shares of such Preferred Stock are issued and outstanding as Series A
Preferred.
>>
Amots.
PS JTC watch out on this one and take your profit fast. |
