8-K: Current report filing
Published on April 24, 2002
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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): April 23, 2002
Commonwealth Biotechnologies, Inc.
(Exact name of registrant as specified in its charter)
Virginia 001-13467 56-1641133
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
601 Biotech Drive
Richmond, Virginia 23235
(Address of principal executive offices)
Registrant's telephone number, including area code: (804) 648-3820
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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 (x) the acquisition of certain intellectual property
rights previously identified by the Company and (y) the completion of certain
short-term financing noted below shall not be deemed to be a Transaction for the
purposes of the Transaction Fee Warrant, and (ii) the Company's common stock
trades at a price per share at or above $7.00 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. Pursuant to the engagement, Segerdahl may arrange short-term
financing alternatives for the Company. For such services and to the extent
Segerdahl completes such short-term financing unaffiliated with Segerdahl, the
Company will pay Segerdahl a fee equal to 7% of such financing.
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.
99.1 Press Release, dated April 23, 2002, relating to the engagement
by the Company of Segerdahl & Company, Inc. to provide investment banking
services.
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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: April 24, 2002 By:
/s/ Robert B. Harris, Ph.D.
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Robert B. Harris, Ph.D.
President
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INDEX TO EXHIBITS
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99.1 Press Release, dated April 23, 2002, relating to the engagement by the
Company of Segerdahl & Company, Inc. to provide investment banking services.
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