-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RHFpWc/AlM+7mkLICNuwPKqt6/AOleQfeJ0s8pDuNgQbJHagK4YZVExYVJtyV2cE ud92geNKvJvbuAVyJATnzA== 0001209191-07-071586.txt : 20071221 0001209191-07-071586.hdr.sgml : 20071221 20071221205429 ACCESSION NUMBER: 0001209191-07-071586 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071219 FILED AS OF DATE: 20071221 DATE AS OF CHANGE: 20071221 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMBIO DIAGNOSTICS, INC. CENTRAL INDEX KEY: 0001092662 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 880425691 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3661 HORSEBLOCK ROAD CITY: MEDFORD STATE: NY ZIP: 11763 BUSINESS PHONE: (631) 924-1135 MAIL ADDRESS: STREET 1: 3661 HORSEBLOCK ROAD CITY: MEDFORD STATE: NY ZIP: 11763 FORMER COMPANY: FORMER CONFORMED NAME: Chembio Diagnostics Inc. DATE OF NAME CHANGE: 20040607 FORMER COMPANY: FORMER CONFORMED NAME: TRADING SOLUTIONS COM INC DATE OF NAME CHANGE: 19990805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Capital Partners, LLC CENTRAL INDEX KEY: 0001396338 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30379 FILM NUMBER: 071324681 BUSINESS ADDRESS: STREET 1: 95 REVERE DRIVE, SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 847-559-0060 MAIL ADDRESS: STREET 1: 95 REVERE DRIVE, SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRESTVIEW CAPITAL MASTER LLC CENTRAL INDEX KEY: 0001303225 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30379 FILM NUMBER: 071324682 BUSINESS ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 847-559-0060 MAIL ADDRESS: STREET 1: 95 REVERE DRIVE STREET 2: SUITE A CITY: NORTHBROOK STATE: IL ZIP: 60062 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2007-12-19 0 0001092662 CHEMBIO DIAGNOSTICS, INC. CEMI 0001303225 CRESTVIEW CAPITAL MASTER LLC 95 REVERE DRIVE SUITE A NORTHBROOK IL 60062 0 0 1 0 0001396338 Crestview Capital Partners, LLC C/O CRESTVIEW CAPITAL FUNDS 95 REVERE DRIVE, SUITE A NORTHBROOK IL 60062 0 0 1 0 Common Stock 2007-12-19 4 C 0 10290342 0.40 A 12325635 D Common Stock 2007-12-19 4 C 0 4166666 0.48 A 16492301 D Common Stock 2007-12-19 4 X 0 60451 0.40 A 16552752 D Common Stock 2007-12-19 4 X 0 625000 0.40 A 17177752 D Common Stock 2007-12-19 4 J 0 442484 0.00 A 17620236 D Common Stock 2007-12-19 4 J 0 139351 0.00 A 17759587 D Common Stock 2007-12-19 4 P 0 216667 0.42 A 17976254 D Series B 9% Convertible Preferred Stock 0.61 2007-12-19 4 J 0 82.3227 D 2005-01-28 Common Stock 6747766 0 D Amended Series B 9% Convertible Preferred Stock 0.40 2007-12-19 4 J 0 82.3227 A 2007-12-19 Common Stock 10290342 82.3227 D Amended Series B 9% Convertible Preferred Stock 0.40 2007-12-19 4 C 0 82.3227 0.00 D 2007-12-19 Common Stock 10290342 0 D Series C 7% Convertible Preferred Stock 0.80 2007-12-19 4 J 0 40 D 2006-09-29 Common Stock 2500000 0 D Amended Series C 7% Convertible Preferred Stock 0.48 2007-12-19 4 J 0 40 A 2007-12-19 Common Stock 4166666 40 D Amended Series C 7% Convertible Preferred Stock 0.48 2007-12-19 4 C 0 40 0.00 D 2007-12-19 Common Stock 4166666 0 D Series B Common Stock Purchase Warrants 0.61 2007-12-19 4 J 0 6229507 0.00 D 2005-01-28 Common Stock 6229507 0 D Amended Series B Common Stock Purchase Warrants (Option 1) 0.40 2007-12-19 4 J 0 6229507 0.00 A 2007-12-19 Common Stock 6229507 6229507 D Amended Series B Common Stock Purchase Warrants (Option 2) 0.45 2007-12-19 4 J 0 6229507 0.00 A 2007-12-19 Common Stock 6229507 6229507 D Amended Series B Common Stock Purchase Warrants (Option 3) 0.45 2007-12-19 4 J 0 6229507 0.00 A 2007-12-19 Common Stock 6229507 6229507 D Amended Series B Common Stock Purchase Warrants (Option 4) 0.61 2007-12-19 4 J 0 6229507 0.00 A 2007-12-19 Common Stock 6229507 6229507 D Amended Series B Common Stock Purchase Warrants (Option 5) 0.61 2007-12-19 4 J 0 6229507 0.00 A 2008-06-30 Common Stock 6229507 6229507 D Amended Series B Common Stock Purchase Warrants (Option 1) 0.40 2007-12-19 4 X 0 60451 0.00 D 2007-12-19 Common Stock 60451 6169056 D Amended Series B Common Stock Purchase Warrants (Option 2) 0.45 2007-12-19 4 J 0 60451 0.00 D 2007-12-19 Common Stock 6169056 D Amended Series B Common Stock Purchase Warrants (Option 3) 0.45 2007-12-19 4 J 0 60451 0.00 D 2007-12-19 Common Stock 6169056 D Amended Series B Common Stock Purchase Warrants (Option 4) 0.61 2007-12-19 4 J 0 60451 0.00 D 2007-12-19 Common Stock 6169056 D Amended Series B Common Stock Purchase Warrants (Option 5) 0.61 2007-12-19 4 J 0 60451 0.00 D 2008-06-30 Common Stock 6169056 D Amended Series B Common Stock Purchase Warrants (Option 1) 0.40 2007-12-19 4 J 0 6169056 0.00 D 2007-12-19 Common Stock 0 D Series C Common Stock Purchase Warrants 1.00 2007-12-19 4 J 0 625000 0.00 D 2006-09-29 2011-09-29 Common Stock 625000 0 D Amended Series C Common Stock Purchase Warrants (Option 1) 0.40 2007-12-19 4 J 0 625000 0.00 A 2007-12-19 2011-09-29 Common Stock 625000 625000 D Amended Series C Common Stock Purchase Warrants (Option 2) 0.45 2007-12-19 4 J 0 625000 0.00 A 2007-12-19 2011-09-29 Common Stock 625000 625000 D Amended Series C Common Stock Purchase Warrants (Option 3) 0.45 2007-12-19 4 J 0 625000 0.00 A 2007-12-19 2011-09-29 Common Stock 625000 625000 D Amended Series C Common Stock Purchase Warrants (Option 4) 1.00 2007-12-19 4 J 0 625000 0.00 A 2007-12-19 2011-09-29 Common Stock 625000 625000 D Amended Series C Common Stock Purchase Warrants (Option 5) 1.00 2007-12-19 4 J 0 625000 0.00 A 2008-06-30 2011-09-29 Common Stock 625000 625000 D Amended Series C Common Stock Purchase Warrants (Option 1) 0.40 2007-12-19 4 X 0 625000 0.00 D 2007-12-19 2011-09-29 Common Stock 625000 0 D Amended Series C Common Stock Purchase Warrants (Option 2) 0.45 2007-12-19 4 J 0 625000 0.00 D 2007-12-19 2011-09-29 Common Stock 0 D Amended Series C Common Stock Purchase Warrants (Option 3) 0.45 2007-12-19 4 J 0 625000 0.00 D 2007-12-19 2011-09-29 Common Stock 0 D Amended Series C Common Stock Purchase Warrants (Option 4) 1.00 2007-12-19 4 J 0 625000 0.00 D 2007-12-19 2011-09-29 Common Stock 0 D Amended Series C Common Stock Purchase Warrants (Option 5) 1.00 2007-12-19 4 J 0 625000 0.00 D 2008-06-30 2011-09-29 Common Stock 0 D These securities are owned directly by Crestview Capital Master, LLC. Crestview Capital Partners, LLC is the sole manager of Crestview Capital Master, LLC, and as such has the power to direct the vote and to direct the disposition of investments owned by Crestview Capital Master, LLC, and thus may be deemed to be an indirect beneficial owner of the reported securities. Issued as a stock dividend on the Series B Preferred Stock in a transaction exempt under Rule 16a-9(a). Issued as a stock dividend on the Series C Preferred Stock in a transaction exempt under Rule 16a-9(a). The two reported transactions involved an amendment of the terms of the Issuer's Series B 9% Convertible Preferred Stock (the "Series B Preferred Stock") to, among other things,(i) lower the conversion price of the Series B Preferred Stock from $0.61 to $0.40, (ii) provide for the automatic conversion of all the Series B Preferred Stock into shares of Common Stock immediately following the effectiveness of the amended Series B Preferred Stock Certificate of Designation filed with the State of Nevada and (iii) permit the issuance of shares of Common Stock upon automatic conversion of all the Series B Preferred Stock notwithstanding the beneficial ownership limitation provision contained in the Series B Certificate of Designation. Such amendment may be deemed to involve a cancellation of the Series B Preferred Stock originally held by the Reporting Person and an acquisition of an equal number of shares of the Series B Preferred Stock, as amended. The terms of the Series B Preferred Stock, Series C Preferred Stock (as defined below), Series B Warrants (as defined below) and Series C Warrants (as defined below) contained restrictions that prevented them from being converted if the number of shares of Common Stock to be issued pursuant to such conversion would cause Crestview Capital Master, LLC together with its affiliates to own in excess of 4.99% (with respect to the Series B Preferred Stock and Series C Preferred Stock) or, if the foregoing was waived, with respect to the Series C Preferred Stock, 9.99% of the issued and outstanding Common Stock immediately after giving effect to such conversion or exercise. These securities do not have an expiration date. The two reported transactions involved an amendment of the terms of the Issuer's Series C 7% Convertible Preferred Stock (the "Series C Preferred Stock") to, among other things, (i) lower the conversion price of the Series C Preferred Stock from $0.80 to $0.48, (ii) provide for the automatic conversion of all the Series C Preferred Stock into shares of Common Stock immediately following the effectiveness of the amended Series C Preffered Stock Certificate of Designation filed with the State of Nevada and (iii) permit the issuance of shares of Common Stock upon automatic conversion of all the Series C Preferred Stock notwithstanding the beneficial ownership limitation provision contained in the Series C Certificate of Designation. Such amendment may be deemed to involve a cancellation of the Series C Preferred Stock originally held by the Reporting Person and an acquisition of an equal number of shares of the Series C Preferred Stock, as amended. On December 19, 2007, the Series B Common Stock Purchase Warrants (the "Series B Warrants") were amended to, among other things, lower the exercise price from $0.61 to $0.40 for cash exercises and to $0.45 for cashless exercises beginning at 4:01 pm eastern time on December 19, 2007 (the "Transaction Date"). The amendment to the Series B Warrants also provided that (i) the exercise price would be $0.45 (for cash and on a cashless basis) beginning at 10 pm eastern time on the Transaction Date through 9:59 pm eastern time on the date that is six months and twelve days following the Transaction Date, i.e. June 30, 2008 (the "Outside Date"), if the holder exercised at least 10% of all of its warrants and options on the Transaction Date for cash and $0.61 if the holder did not exercise for cash at least 10% of all of its warrants and options on the Transaction Date; ....see next footnote ...continued from last footnote...and (ii) beginning at 10 pm eastern time on the Outside Date through the expiration of the Series B Warrants, the exercise price would be $0.61 for the then-remaining unexercised portion of the Series B Warrants. The amendment further provided that (1) the cashless exercise feature could be exercised at all times (instead of during the period while a registration statement covering the warrant shares was not effective), provided that the cashless feature may not be exercised by holders through the Outside Date who failed to exercise at least 10% of all of such holder's warrants and options for cash on the Transaction Date; (2) the cashless exercise feature assumes a market price equal to the greater of (a) $0.53 or (b) the volume weighted average trading price for the 10 trading period ending on the second trading day immediately preceding the applicable date of the exercise notice; ....continued on the next footnote ...continued from last footnote...and (3) shares of Common Stock issuable upon exercise of the Series B Warrants could be issued through the Outside Date notwithstanding the beneficial ownership limitation provision contained therein. Such amendment may be deemed to involve a cancellation of the Series B Warrants originally held by the Reporting Person and an acquisition of an equal number of the Series B Warrants, as amended. For purposes of this Form 4, the option to exercise the Series B Warrants from 4:01 pm through 9:59 pm on the Transaction Date for cash at an exercise price of $0.40 is referred to as "Option 1", the option to exercise the Series B Warrants from 4:01 pm through 9:59 pm on the Transaction Date on a cashless basis at an exercise price of $0.45 is referred to as "Option 2", ...continued on the next footnote ...continued from last footnote...the option to exercise the Series B Warrants from 10:00 pm on the Transaction Date through 9:59 pm on the Outside Date at an exercise price of $0.45 is referred to as "Option 3", the option to exercise the Series B Warrants from 10:00 pm on the Transaction Date through 9:59 pm on the Outside Date at an exercise price of $0.61 is referred to as "Option 4", and the option to exercise the Series B Warrants beginning at 10 pm on the Outside Date through the expiration of the Series B Warrants, at an exercise price of $0.61 is referred to as "Option 5". The Series B Warrants expire within five (5) years of their initial issuance date. Because the Series B Warrants were acquired in two tranches, the first on January 28, 2005, and the second on March 28, 2006, the expiration dates for the tranches differ. The first tranche consisting of Series B Warrants to purchase 4,672,130 shares of Common Stock, has an expiration date of January 28, 2010. The second tranche, consisting of Series B Warrants to purchase 1,557,377 shares of Common Stock, has an expiration date of March 28, 2011. Each of Option 1, Option 2, Option 3, Option 4 and Option 5 represent Series B Warrants exercisable for the same underlying shares of Common Stock, pursuant to the five alternative exercise options described in footnotes (8) through (11) above. As described in footnotes (8) through (11) above, any right to exercise the Series B Warrants under Option 1 and Option 2 expired at 9:59 p.m. eastern time on the Transaction Date. On December 19, 2007, the terms of the Series C Common Stock Purchase Warrants (the "Series C Warrants") were amended to, among other things, lower the exercise price from $1.00 to $0.40 for cash exercises and to $0.45 for cashless exercises beginning at 4:01 pm eastern time on the Transaction Date. The amendment to the Series C Warrants also provided that (i) the exercise price would be $0.45 (for cash and on a cashless basis) beginning at 10 pm eastern time on the Transaction Date through 9:59 pm eastern time on the Outside Date if the holder exercised at least 10% of all of its warrants and options on the Transaction Date for cash and $1.00 if the holder did not exercise for cash at least 10% of all of its warrants and options on the Transaction Date; and (ii) beginning at 10 pm eastern time on the Outside Date through the expiration of the Series C Warrants, ...continued on the next footnote ...continued from last footnote...the exercise price would be $1.00 for the then-remaining unexercised portion of the Series C Warrants. The amendment further provided that (1) the cashless exercise feature could be exercised at all times (instead of during the period while a registration statement covering the warrant shares was not effective), provided that the cashless feature may not be exercised by holders through the Outside Date who failed to exercise at least 10% of all of such holder's warrants and options for cash on the Transaction Date; (2) the cashless exercise feature assumes a market price equal to the greater of (a) $0.53 or (b) the volume weighted average trading price for the 10 trading period ending on the second trading day immediately preceding the date of the applicable exercise notice; ...continued on the next footnote ...continued from last footnote...and (3) shares of Common Stock issuable upon exercise of the Series C Warrants could be issued in connection with the Transaction through the Outside Date notwithstanding the beneficial ownership limitation provision contained therein. Such amendment may be deemed to involve a cancellation of the Series C Warrants originally held by the Reporting Person and an acquisition of an equal number of the Series C Warrants, as amended. For purposes of this Form 4, the option to exercise the Series C Warrants from 4:01 pm through 9:59 pm on the Transaction Date for cash at an exercise price of $0.40 is referred to as "Option 1", the option to exercise the Series C Warrants from 4:01 pm through 9:59 pm on the Transaction Date on a cashless basis at an exercise price of $0.45 is referred to as "Option 2", ...continued on the next footnote ...continued from the last footnote...the option to exercise the Series C Warrants from 10:00 pm on the Transaction Date through 9:59 pm on the Outside Date at an exercise price of $0.45 is referred to as "Option 3", the option to exercise the Series C Warrants from 10:00 pm on the Transaction Date through 9:59 pm on the Outside Date at an exercise price of $1.00 is referred to as "Option 4", and the option to exercise the Series C Warrants beginning at 10 pm on the Outside Date through the expiration of the Series C Warrants at an exercise price of $1.00 is referred to as "Option 5". Each of Option 1, Option 2, Option 3, Option 4 and Option 5 represent Series C Warrants exercisable for the same underlying 625,000 shares of Common Stock, pursuant to the five alternative exercise options described in footnotes (15) through (18) above. Upon the exercise in full of the Series C Warrants pursuant to Option 1, any right to exercise the Series C Warrants under Option 2, Option 3, Option 4 and/or Option 5 was automatically extinguished. Part 1 of a 2 Part Filing Crestview Capital Master, LLC By: Crestview Capital Partners, LLC, its sole Manager By:/s/ Robert Hoyt Name: Robert Hoyt 2007-12-21 Crestview Capital Partners, LLC, By: /s/ Robert Hoyt Name:Robert Hoyt 2007-12-21 -----END PRIVACY-ENHANCED MESSAGE-----