-----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, VKPYSPPfCKrZ9qWwZtThhJZX7TvmJ+TIAj+N62M9noBRdpttRLl/RqJy/d5on59D IuIoOeWDyYNxFt9NkVglCA== 0001291343-04-000001.txt : 20040707 0001291343-04-000001.hdr.sgml : 20040707 20040707164745 ACCESSION NUMBER: 0001291343-04-000001 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040505 FILED AS OF DATE: 20040707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siebert Lawrence A. CENTRAL INDEX KEY: 0001291343 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30379 FILM NUMBER: 04904607 BUSINESS ADDRESS: BUSINESS PHONE: 631-924-1135 MAIL ADDRESS: STREET 1: 3661 HORSEBLOCK ROAD CITY: MEDFORD STATE: NY ZIP: 11763 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: 0930 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: TRADING SOLUTIONS COM INC DATE OF NAME CHANGE: 19990805 3 1 primary_doc.xml PRIMARY DOCUMENT X0202 3 2004-05-05 0 0001092662 Chembio Diagnostics Inc. CEMI 0001291343 Siebert Lawrence A. 3661 HORSEBLOCK ROAD MEDFORD NY 11763 1 1 1 0 President Common Stock 1406967 D 8% Series A Convertible Preferred Stock 2004-05-05 2049-12-31 Common Stock 1547117 D Option to purchase Common Stock 3 2003-11-19 2007-11-19 Common Stock 50000 D Option to purchase Common Stock 4 2004-05-05 2008-12-31 Common Stock 10000 D Option to purchase Common Stock 0.75 2004-05-05 2011-05-04 Common Stock 50000 D Option to purchase Common Stock 1 2004-05-05 2011-05-04 Common Stock 10000 D Warrant to purchase Common Stock 0.9 2004-05-05 2009-05-04 Common Stock 1856541 D Warrant to purchase Common Stock 0.9 2004-05-05 2009-05-04 Common Stock 140697 D Warrant to purchase Common Stock 0.45 2004-05-05 2009-05-04 Common Stock 66869 D Warrant to purchase Common Stock 1.8 2002-08-01 2006-07-31 Common Stock 66869 D 11% Convertible Promissory Note 30000 2004-12-31 2004-12-31 8% Series A Convertible Preferred Stock 1.963 D 12% Convertible Promissory Note 30000 2004-12-31 2004-12-31 8% Series A Convertible Preferred Stock 13.107 D Option to purchase Common Stock 1.2 2005-05-28 2011-05-27 Common Stock 50000 D Option to purchase Common Stock 1.5 2006-05-28 2011-05-27 Common Stock 50000 D On May 5, 2004, the Issuer acquired Chembio Diagnostics Systems Inc., a privately held corporation ("Chembio"), through a merger of a wholly owned subsidiary of the Issuer with and into Chembio. Pursuant to the terms of the merger, each stockholder of Chembio received shares of the Issuer's Common Stock in exchange for Chembio common stock owned. The Issuer also assumed all the outstanding warrants and options to acquire Chembio common stock. Each assumed warrant and option is now exercisable for shares of the Issuer's Common Stock. Mr. Siebert received 1,405,967 shares of the Issuer's Common Stock in exchange for his Chembio common stock and received warrants to purchase 274,434 shares of the Issuer's Common Stock and options to purchase 120,000 shares of the Issuer's Common Stock in exchange for warrants and options, respectively, that he held of Chembio. On May 5, 2004, the Issuer consummated a private offering of its 8% Series A Convertible Preferred Stock (together with warrants to purchase shares of its Common Stock) in exchange for certain indebtedness of Chembio that was previously outstanding. The conversion price at which such debt was exchanged into 8% Series A Convertible Preferred Stock (together with warrants to purchase shares of the Issuer's Common Stock) was $30,000 per share. Mr. Siebert converted $918,920.30 of Chembio indebtedness that he held prior to the merger into 30.942 shares Series A Convertible Preferred Stock (together with warrants to purchase 1,856,520 shares of Common Stock) pursuant to the Series A Offering. 50,000 to 1 Certain indebtedness of Chembio held by Mr. Siebert was not converted pursuant to the Series A Offering. Mr. Siebert continues to hold an 11% Promissory Note that will mature on December 31, 2004 and a 12% Promissory Note that will mature on December 31, 2004. The Issuer will have the option to either repay the notes with cash or convert the outstanding amount of the notes (together with accrued interest) into shares of its 8% Series A Convertible Preferred Stock. In connection with Mr. Siebert's employment, options were granted. Lawrence A. Siebert 2004-07-07 -----END PRIVACY-ENHANCED MESSAGE-----