-----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, CfJcArjc5zspNfvZ7nbBjbpb9h7SpGZczXufMqJuGY+F57oGhiyMxkjwMS0qdcAD 3f0TRa0U7oDxCdAUCFz2lA== 0001144204-07-025112.txt : 20070514 0001144204-07-025112.hdr.sgml : 20070514 20070514171631 ACCESSION NUMBER: 0001144204-07-025112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070510 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20070514 DATE AS OF CHANGE: 20070514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIVANTA MEDICAL CORP CENTRAL INDEX KEY: 0001093285 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 222436721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27119 FILM NUMBER: 07847504 BUSINESS ADDRESS: STREET 1: 215 MORRIS AVENUE CITY: SPRING LAKE STATE: NJ ZIP: 07762 BUSINESS PHONE: (732) 919-2799 MAIL ADDRESS: STREET 1: 215 MORRIS AVENUE CITY: SPRING LAKE STATE: NJ ZIP: 07762 FORMER COMPANY: FORMER CONFORMED NAME: MEDI HUT CO INC DATE OF NAME CHANGE: 19990816 8-K 1 v075048_8k.htm
UNITED STATES

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):
 
May 10, 2007
 
SCIVANTA MEDICAL CORPORATION
(Exact name of registrant as specified in charter)
 
Nevada
000-27119
22-2436721
(State or other jurisdiction of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
215 Morris Avenue, Spring Lake, New Jersey
07762
(Address of principal executive offices)
(Zip Code)
 
 
Registrant’s telephone number, including area code: (732) 282-1620
 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
Section 3 - Securities and Trading Markets
 
Item 3.02 Unregistered Sales of Equity Securities
 
On May 26, 2005, Scivanta Medical Corporation (the “Company”) closed on a private placement of 8% convertible debentures (the “Debentures”). The Debentures matured on April 30, 2007. Interest of 8% per annum was payable in annual installments, beginning on May 1, 2006, in cash or, at the option of the Company, in shares of the Company’s common stock. If the Company elected to pay the interest in shares of the Company’s common stock, the number of shares issued as payment would be equal to the quotient of the unpaid interest divided by the market price of the Company’s common stock as defined in the Debentures.
 
In connection with the maturity of the Debentures, the holders of the Debentures elected to convert $275,000 of the outstanding principal balance into shares of the Company’s common stock. As a result, pursuant to the terms of the Debentures, the Company issued 2,125,000 shares of its common stock to the Debenture holders. In addition, the Company issued 114,288 shares of its common stock to the Debenture holders as payment of $24,000 of interest due on the Debentures for the period commencing May 1, 2006 and ending April 30, 2007. The number of shares issued as payment of the interest due was calculated based on the fair market value of the Company’s common stock ($0.21 per share) on April 30, 2007.
 
In connection with the issuance of an aggregate of 2,239,288 shares of the Company’s common stock to the Debenture holders, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act of 1933, as amended.
 
 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

SCIVANTA MEDICAL CORPORATION         
(Registrant)
     
 
By:
/s/ David R. LaVance                                 
 
David R. LaVance
 
Chairman of the Board, President and
   
Chief Executive Officer
 
Date: May 14, 2007
 
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