8-K 1 doc1.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): July 1, 2004 HAIRMAX INTERNATIONAL, INC. --------------------------- (Exact Name of Registrant as Specified in Charter) Nevada ------ (State or Other Jurisdiction of Incorporation) 000-30212 --------- (Commission File Number) 13-3422912 ---------- (I.R.S. Employer Identification No.) 9900 West Sample Road, Coral Springs, FL 33065 ----------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (954) 825-0299 -------------- (Registrant's Telephone Number, Including Area Code) This Current Report on Form 8-K is filed by Hairmax International, Inc., a Nevada corporation (the "Registrant"), in connection with the items described below. ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT. Not Applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not Applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not Applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not Applicable. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On July 1, 2004, the Registrant filed an election with the Commission pursuant to Section 54(a) of the Investment Company Act of 1940 (the "Act"), to be subject to the provisions of sections 55 through 65 of the Act and be regulated as a Business Development Company (a "BDC"). A copy of a press release, which provides some background information on the Registrant's election, is attached hereto as Exhibit 99.1. In connection with its election to become a BDC, the Registrant is in the process of appointing a Board of Directors composed of a majority of non-interested directors, as well as an Investment Committee composed entirely of non-interested directors which will make recommendations with respect to investment opportunities that the Registrant submits to the Investment Committee for consideration. In addition, the Registrant has filed an amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase the number of shares of authorized common stock from 100,000,000 to 500,000,000 shares. This was done to facilitate the planned offering of shares of common stock for sale pursuant to the exemption afforded by SEC Reg. Sections 230.601 to 230.610a. Finally, the Registrant has filed a Certificate of Amendment to Certificate of Designation of the Rights and Preferences of the Series A Convertible Preferred Stock with the Secretary of State of Nevada to (1) eliminate the existence of a liquidation preference for the Series A Convertible Preferred Stock, which is set forth in Section 4 thereof, and (2) increase the Conversion Ratio from ten (10) shares of fully paid and nonassessable shares of Common Stock for each share of Series A Convertible Preferred Stock to two hundred (200) shares of fully paid and nonassessable shares of Common Stock for each share of Series A Convertible Preferred Stock, which ratio is set forth in Section 3(a) thereof. Such an increase in the Conversion Ratio of the Series A Convertible Preferred Stock may have the effect of preventing the significant dilution in management's ownership stake that would ordinarily result from the large scale equity financings which are currently under consideration. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Not Applicable. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Not Applicable. ITEM 8. CHANGE IN FISCAL YEAR. Not Applicable. 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. HAIRMAX INTERNATIONAL, INC. July 2, 2004. By: /s/ Edward A. Roth ---------------------- Edward A. Roth President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 Press Release dated July 1, 2004.