8-K/A: Current report filing
Published on June 5, 2002
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDED CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): April 23, 2002
Commonwealth Biotechnologies, Inc.
(Exact name of registrant as specified in its charter)
601 Biotech Drive
Richmond, Virginia 23235
(Address of principal executive offices)
Registrant's telephone number, including area code: (804) 648-3820
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Commonwealth Biotechnologies, Inc. (the "Company") issued a press
release on April 23, 2002 announcing that it has engaged Segerdahl & Company,
Inc. ("Segerdahl"), an investment banking firm to provide the company with
investment banking services related to the possible issuance of additional
equity capital, facilitation of a re-capitalization of the Company, or the
completion of other transactions designed to further the goals of profitability
of the Company (each a "Transaction"). The term of the engagement is one year.
In accordance with the terms of its engagement letter with Segerdahl, as a
retainer, the Company issued to Segerdahl a three year warrant to purchase
100,000 shares of the Company's common stock at an exercise price of $2.00 per
share (the "Retainer Warrant"). The Retainer Warrant contains a net issuance
provision and provides for unlimited piggyback registration rights as to the
shares of common stock underlying the Retainer Warrant. The Retainer Warrant
will only vest in the event (i) the Company completes a Transaction or (ii) the
Company's common stock trades at a price per share at or above $5.00 per share
for 10 of 20 consecutive trading days during the term of the engagement. In
addition, as a transaction fee, the Company issued to Segerdahl a three year
warrant to purchase 100,000 shares of the Company's common stock at an exercise
price of $2.00 per share (the "Transaction Fee Warrant"). The Transaction Fee
Warrant contains a net issuance provision and provides for unlimited piggyback
registration rights as to the shares of common stock underlying the Transaction
Fee Warrant. The Transaction Fee Warrant will only vest in the event (i) the
Company completes a Transaction; provided that the acquisition of certain
intellectual property rights previously identified by the Company shall not be
deemed to be a Transaction in accordance with the terms hereof, and (ii) the
Company's common stock trades at a price per share at or above $6.00 per share
for 10 of 20 consecutive trading days during the term of the engagement. Whether
or not a Transaction is contemplated, the Company also agreed to reimburse
Segerdahl up to $10,000 for out-of-pocket and properly documented expenses
incurred by Segerdahl in connection with the performance of its services
provided pursuant to the engagement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANICIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
10. 1 Warrant to Purchase Shares of Common Stock, issued to
Segerdahl on April 19, 2002 that, upon vesting, entitles Segerdahl to purchase
up to 100,000 shares of Company common stock at an exercise price of $2.00 per
share (1)
10.2 Warrant to Purchase Shares of Common Stock, issued to
Segerdahl on April 19, 2002 that, upon vesting, entitles Segerdahl to purchase
up to 100,000 shares of Company common stock at an exercise price of $6.00 per
share (1)
99.1 Press Release, dated April 23, 2002, relating to the
engagement by the Company of Segerdahl & Company, Inc. to provide investment
banking services (2)
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(1) Filed herewith.
(2) Previously filed.
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 thereunto duly authorized.
COMMONWEALTH BIOTECHNOLOGIES, INC.
Dated: June 5, 2002 By:
/s/ Robert B. Harris, Ph.D.
---------------------------
Robert B. Harris, Ph.D.
President
INDEX TO EXHIBITS
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10. 1 Warrant to Purchase Shares of Common Stock, issued to
Segerdahl on April 19, 2002 that, upon vesting, entitles Segerdahl to purchase
up to 100,000 shares of Company common stock at an exercise price of $2.00 per
share (1)
10.2 Warrant to Purchase Shares of Common Stock, issued to
Segerdahl on April 19, 2002 that, upon vesting, entitles Segerdahl to purchase
up to 100,000 shares of Company common stock at an exercise price of $6.00 per
share (1)
99.1 Press Release, dated April 23, 2002, relating to the
engagement by the Company of Segerdahl & Company, Inc. to provide investment
banking services (2)
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(1) Filed herewith.
(2) Previously filed.