SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Siebert Lawrence A.

(Last)

(First)

(Middle)

3661 HORSEBLOCK ROAD

(Street)

MEDFORD

11763

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/05/2004

3. Issuer Name and Ticker or Trading Symbol
Chembio Diagnostics Inc. [ CEMI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	1,406,967	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
8% Series A Convertible Preferred Stock⁽²⁾	05/05/2004	12/31/2049	Common Stock	1,547,117	⁽³⁾	D
Option to purchase Common Stock⁽¹⁾	11/19/2003	11/19/2007	Common Stock	50,000	$3	D
Option to purchase Common Stock⁽¹⁾	05/05/2004	12/31/2008	Common Stock	10,000	$4	D
Option to purchase Common Stock⁽¹⁾	05/05/2004	05/04/2011	Common Stock	50,000	$0.75	D
Option to purchase Common Stock⁽¹⁾	05/05/2004	05/04/2011	Common Stock	10,000	$1	D
Warrant to purchase Common Stock⁽²⁾	05/05/2004	05/04/2009	Common Stock	1,856,541	$0.9	D
Warrant to purchase Common Stock⁽¹⁾	05/05/2004	05/04/2009	Common Stock	140,697	$0.9	D
Warrant to purchase Common Stock⁽¹⁾	05/05/2004	05/04/2009	Common Stock	66,869	$0.45	D
Warrant to purchase Common Stock⁽¹⁾	08/01/2002	07/31/2006	Common Stock	66,869	$1.8	D
11% Convertible Promissory Note⁽⁴⁾	12/31/2004	12/31/2004	8% Series A Convertible Preferred Stock	1.963	$30,000	D
12% Convertible Promissory Note⁽⁴⁾	12/31/2004	12/31/2004	8% Series A Convertible Preferred Stock	13.107	$30,000	D
Option to purchase Common Stock⁽⁵⁾	05/28/2005	05/27/2011	Common Stock	50,000	$1.2	D
Option to purchase Common Stock⁽⁵⁾	05/28/2006	05/27/2011	Common Stock	50,000	$1.5	D

Explanation of Responses:

1. 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.

2. 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.

3. 50,000 to 1

4. 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.

5. In connection with Mr. Siebert's employment, options were granted.

	Lawrence A. Siebert	07/07/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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