-----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, MD/yXC6NT5CSW+h5p+xUZvKuH9KGWfWEyD3Fkfb2RPQsKPMNq5almnAjfX1kRMN0 BLkdPWRdDe7ZFSafijitfg== 0001144204-03-003837.txt : 20030721 0001144204-03-003837.hdr.sgml : 20030721 20030718173222 ACCESSION NUMBER: 0001144204-03-003837 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030630 ITEM INFORMATION: Other events FILED AS OF DATE: 20030721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED DNA SCIENCES INC CENTRAL INDEX KEY: 0000744452 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 592262718 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-90539 FILM NUMBER: 03793596 BUSINESS ADDRESS: STREET 1: 211 WEST WALL CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156821761 MAIL ADDRESS: STREET 1: 211 WEST WALL CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: PROHEALTH MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 20010504 FORMER COMPANY: FORMER CONFORMED NAME: DCC ACQUISITION CORP DATE OF NAME CHANGE: 19990211 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK CAPITAL CORP/TX/ DATE OF NAME CHANGE: 19980306 8-K 1 f8k.txt 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): Jume 30, 2003 APPLIED DNA SCIENCES, INC. ------------------------------------ (Exact name of registrant as specified in its charter) Nevada 2 90519 59-2262718 ------ ------- ---------- (State or other jurisdiction Commission (IRS Employer of Incorporation) File Number Identification No.) 9225 Sunset Boulevard Los Angeles, CA 90069 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: (310) 860-1362 (Former name or former address, if changed since last report.) Item 5. Other Information On or about June 9, 2003, Applied DNA Sciences, Inc. ("the Company") made a repurchase of 7,500,000 shares of its common stock by partially exercising its option with Glenn Little, the former president of ProHealth Medical Technologies, Inc. Subsequent to the Company's reorganization in October of 2002, Glenn Little granted a one year option to the Company to purchase 8,500,000 common shares held in his name for $100,000. For the Company's partial exercise, Glenn Little accepted a convertible promissory note in the amount of $88,500. On June 30, 2003 the Company returned the shares to its stock transfer agent for cancellation. Glenn Little disclosed the transaction and his disposition of shares on a Form 4. The number of shares issued and outstanding as a result of this transaction is 16,936,722. Exhibit - ------- 99.3 Promissory Note. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. APPLIED DNA SCIENCES, INC. /s/ Gerhard H. Wehr ------------------------------ Gerhard H. Wehr Chief Financial Officer EX-99.3 3 ex99_3.txt Exhibit "A" NUMBER 00-000-001 $ 88,500 APPLIED DNA SCIENCES, INC. CONVERTIBLE NOTE APPLIED DNA SCIENCES, INC., a Nevada corporation, (hereinafter called the "COMPANY"), for value received, hereby promises to pay to Glenn Little in legal tender of the United States of America, the principal sum of Eighty eight thousand five hundred dollars ($88,500.00), in payment for Seven Million Five Hundred Thousand (7,500,000) shares of the COMPANY's Common Stock. The COMPANY agrees to return these shares to the treasury of the COMPANY and the sole intent of the purchase of these shares is to decrease the number of outstanding shares of the COMPANY. In an Option Agreement, which has an effective date of October 8, 2002, Glenn Little granted an option to the Company to purchase up to 8,500,000 shares for $100,000. After the exercise of 7,500,000 shares the remaining 1,000,000 shares held by Glenn Little shall remain subject to the Option Agreement, and available to the Company for an exercise price of $11,500. INTEREST: Interest shall be accrued at the rate of eight percent (8%) calculated from the date of issuance of this Note to the earlier of maturity or payment in full if paid before maturity. The principal sum remaining and all accrued interest thereon shall be due and payable, in full, on October 31, 2004, and shall begin accruing from the effective date of the issuance of this note. CONVERSION: If, at the maturation date of October 31, 2004, the COMPANY does not remit payment of $88,500 plus accrued interest to Glenn Little, Glenn Little can immediately convert this Note back into 7,500,000 shares of the Company's Common Stock, plus additional shares to pay outstanding and due interest at a conversion rate equal to the then fair market value. The indebtedness of the COMPANY evidenced by this Note, including the principal and any interest thereon, shall not be subordinate or junior in right of payment of its obligations to its other creditors, whether now outstanding or hereafter incurred, (except as to any obligation of the COMPANY ranking on a parity with or junior to this Note) so that in case of any insolvency proceedings, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities, or similar proceedings relating to the COMPANY or any liquidation or winding-up of the COMPANY, whether voluntary or involuntary, all such obligations (other than those above excepted) shall not be entitled to be paid in full before any payment shall be made on account of the principal of, or interest on, this Note. The COMPANY shall be in default under this INSTRUMENT upon the happening of any of the following events or conditions: (a) Failure or omission(s) to pay, or other delinquency in the payment of, any interest upon this Note as and when the same shall become due and payable, and continuance of such delinquency for a period of ten (10) days; or (b) Failure or omission(s) to pay, or other default in the payment of the principal of this Note as and when the same shall become due and payable either upon redemption, by declaration or otherwise; or (c) If the COMPANY becomes insolvent or unable to pay its debts as they mature or makes an assignment for the benefit of its creditors, or a proceeding is instituted by or against the COMPANY alleging that the COMPANY is insolvent or unable to pay its debts as they mature and such proceeding remains undismissed for ten (10) days; or (d) Failure on the part of the COMPANY duly to observe or perform any of the covenants or agreements on the part of the COMPANY contained in this Note for a period of ten (10) days after the date on which the earliest written notice of such failure, requiring the COMPANY to remedy the same, shall have been given to the COMPANY by the Holder; or (e) If the COMPANY shall, on a petition in bankruptcy or reorganization filed against it, be adjudicated a bankrupt, or if a court of competent jurisdiction shall enter an order or decree appointing, without the consent of the COMPANY, a receiver of the COMPANY or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of the COMPANY under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof, and such adjudication, order, or decree shall not be vacated or set aside or stayed within ten (10) days from the date of the entry thereof. If the COMPANY shall default, as defined herein, then and in each and every such case, unless the principal of this Note shall have already become due and payable, the Holder, by notice in writing to the COMPANY, may declare the principal of this Note to be due and payable immediately, and upon such declaration the same shall become and shall be immediately due and payable, anything in this Note contained to the contrary notwithstanding. This Note is subject to call and redemption at any time prior to its regular maturity upon payment of the principal amount of this Note, without a redemption premium or prepayment penalty. Subject to the transfer restrictions of federal and state securities laws, this Note is transferable on the books of the COMPANY, by the registered owner hereof in person, or by an attorney duly authorized in writing, upon surrender and cancellation of this Note. Upon any such transfer, a new registered Note or Notes of the same issue and for the same aggregate original face amount shall be issued to the transferee in exchange therefor; provided, nevertheless, that the actual liability of the COMPANY shall be limited to the actual unpaid principal amount outstanding as of the date of transfer, together with any accrued but unpaid interest thereon. The COMPANY may deem or treat the person in whose name this Note shall at the time be registered as the absolute owner hereof for the purposes of transfer and receiving payment of principal and/or interest as well as for all other purposes whatsoever and the COMPANY shall not be affected by any notice to the contrary. Any dispute in regards to this transaction, the convertible note or the terms and conditions of this transaction shall be resolved with a venue in Midland, Texas. The parties agree to make best efforts to work through any disputes amicably and to seek arbitration rather than litigation. In the event of a dispute, the parties will select n arbitrator from a list published by the American Arbitrator's Association. IN WITNESS WHEREOF, the COMPANY has caused this Note to be executed by the signatures of its duly authorized officers, and the corporate seal hereunto affixed. Dated: Applied DNA Sciences, Inc. ATTEST: By: /s/ Lawrence Lee ------------------------------ Lawrence Lee, President /s/ Jaime Cardona - --------------------------------------- Secretary for Applied DNA Sciences, Inc. AGREED AND ACCEPTED By /s/ Glenn Little ------------------------------- Glenn Little -----END PRIVACY-ENHANCED MESSAGE-----