8-K 1 d8k.htm FORM 8-K FORM 8-K

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): 3/20/2006

 

 

STAR SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   000-15234   52-1402131

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

801 LIBERTY WAY

CHESTER, VIRGINIA 23836

(Address of principal executive offices, including zip code)

 

(804) 530-0535

(Registrant’s telephone number, including area code)

 

 

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))

 



Item 3.03. Material Modification to Rights of Security Holders

 

On March 20, 2006, Star Scientific, Inc. (the “Company) and Joseph L Schwarz (“Investor”) the holder of a warrant issued March 3, 2006, to purchase 1,200,000 shares of the Company’s common stock, $0.0001 par value per share, at an exercise price of $3.00 per share, which was set to expire on June 30, 2007 (the “March Warrant”), amended the March Warrant by shortening the termination date of the exercise period to February 28, 2007. In exchange for the amendment of the March Warrant, the Company and Investor, the holder of another warrant issued February 25, 2005, to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $5.25 per share, which was set to expire on March 22, 2006 (the “February Warrant”), amended the February Warrant by extending the termination date of the exercise period to June 15, 2006 and lowering the exercise price to $4.00 per share.

 

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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.

 

            STAR SCIENTIFIC, INC.

 

Date: March 23, 2006

     

BY:

 

/s/ Paul L. Perito

               

Paul L. Perito

Chairman of the Board, President and

Chief Operating Officer

 

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