-----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, T6Y5xLGqMEm1arj9GdZGCl7DeVQUKRIamNWblEgFy72ENu5W9LjFnDUUmb9gnRGL R37MvWwn7uLRv7HIpsIlOw== 0001293460-04-000001.txt : 20040702 0001293460-04-000001.hdr.sgml : 20040702 20040702153736 ACCESSION NUMBER: 0001293460-04-000001 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040505 FILED AS OF DATE: 20040702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pelossof Avi CENTRAL INDEX KEY: 0001293460 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30379 FILM NUMBER: 04899761 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 0001293460 Pelossof Avi 3661 HORSEBLOCK ROAD MEDFORD NY 11763 0 1 0 0 Vice President Common Stock 225554 D 8% Series A Convertible Preferred Stock 2004-05-05 2049-12-31 Common Stock 10078 D Option to purchase Common Stock 3 2003-11-19 2007-11-19 Common Stock 40000 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 40000 D Option to purchase Common Stock 1 2004-05-05 2011-05-04 Common Stock 10000 D Option to purchase Common Stock 0.6 2004-05-28 2011-05-27 Common Stock 100000 D Option to purchase Common Stock 0.9 2005-05-28 2011-05-27 Common Stock 50000 D Option to purchase Common Stock 1.35 2006-05-28 2011-05-27 Common Stock 50000 D Warrant to purchase Common Stock 0.9 2004-05-05 2009-05-04 Common Stock 12095 D Warrant to purchase Common Stock 0.9 2004-05-05 2009-05-04 Common Stock 22555 D On May 5, 2004, the Issuer acquired Chembio Diagnostic 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. Pelossof received 225,554 shares of the Issuer's Common Stock in exchange for his Chembio common stock and received warrants to purchase 22,555 shares of the Issuer's Common Stock and options to purchase 100,000 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. Pelossof converted $4,047.12 of Chembio indebtedness that he held prior to the merger into .202 shares Series A Convertible Preferred Stock (together with warrants to purchase 12,120 shares of Common stock) pursuant to the Series A Offering. 50,000 to 1 In connection with Mr. Pelossof's employment, options were granted. Avi Pelossof 2004-07-02 -----END PRIVACY-ENHANCED MESSAGE-----