-----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, OBYBqhD75B7XSrNSsaWXf9LM7EMLhhNAfAc1mHPuT8laba4otQnk5sXO4TiLpcaJ Rs7/aKsd2Ncah85NZWf1eg== 0000950005-03-000656.txt : 20030604 0000950005-03-000656.hdr.sgml : 20030604 20030604134817 ACCESSION NUMBER: 0000950005-03-000656 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030522 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUMAN PHEROMONE SCIENCES INC CENTRAL INDEX KEY: 0000878616 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 943107202 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23544 FILM NUMBER: 03732108 BUSINESS ADDRESS: STREET 1: 84 WEST SANTA CLARA STREET STREET 2: SUITE 720 CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089383030 FORMER COMPANY: FORMER CONFORMED NAME: EROX CORP DATE OF NAME CHANGE: 19940307 8-K 1 p17214_8k.txt CURRENT REPORT 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 22, 2003 HUMAN PHEROMONE SCIENCES, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) CALIFORNIA 0-23544 94-3107202 - -------------------------------------------------------------------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of incorporation) Identification No.) 84 W. SANTA CLARA STREET, SUITE 720, SAN JOSE, CALIFORNIA 95113 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (408) 938-3030 - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. Other Events Human Pheromone Sciences, Inc. (the "Registrant") today announced that 1,333,333 shares of its Series AA Convertible Redeemable Preferred Stock have been converted by its holder, MK GVD Fund, into 597,777 shares of Human Pheromone Sciences, Inc. common stock. In a related transaction, the Company has redeemed from MK GVD Fund all 17,448 shares of its Series BB Convertible Redeemable Preferred Stock for $500,000 in cash. At the conclusion of this transaction, the Company has remaining preferred stock outstanding of 100,000 shares of the Series AA Convertible Redeemable Preferred Stock, currently convertible into 44,834 shares of Common Stock. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits 2.1 Purchase Agreement by and between the Registrant and MK Global Ventures dated as of May 21, 2003. 99.1 Press Release dated June 3, 2003. SIGNATURE 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. HUMAN PHEROMONE SCIENCES, INC. Date: June 2, 2003 By: /s/ William P. Horgan ------------------------------------------- William P. Horgan, Chief Executive Officer EXHIBIT INDEX 2.1 Purchase Agreement by and between the Registrant and MK Global Ventures dated as of May 21, 2003. 99.1 Press Release dated June 3, 2003. EX-2.1 3 p17214_ex2-1.txt PURCHASE AGREEMENT Exhibit 2.1 HUMAN PHEROMONE SCIENCES, INC. STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT (the "Agreement") is made as of May 21, 2003, by and between Human Pheromone Sciences, Inc., a California corporation (the "Company"), and MK GVD Fund (the "Shareholder"). RECITALS A. The Shareholder currently holds 17,448 shares of Series BB Preferred Stock of the Company (the "Shares") and 1,333,333 shares of Series AA Preferred Stock of the Company ("Series AA Preferred"). B. The Company desires to repurchase from the Shareholder, and the Shareholder desires to sell to the Company, the Shares at an aggregate purchase price of $500,000. In connection therewith, the Company desires the Shareholder to convert, and the Shareholder is willing to convert, its shares of Series AA Preferred Stock into Common Stock of the Company. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Repurchase of Shares; Conversion of Series AA Preferred. In exchange for the Company's delivery of the Repurchase Consideration (as defined hereinafter) at the closing (the "Closing"), which shall take place at the offices of the Company, 84 West Santa Clara Street, Suite 720, San Jose, California 95113 on May 21, 2003 or at such other place and time as the Company and the Shareholder mutually agree, Shareholder hereby agrees to sell, assign and transfer its entire right, title and interest in the Shares to the Company, and the Shareholder agrees to convert its shares of Series AA Preferred into Common Stock. As consideration for the Shareholder's sale of the Shares at the Closing, the Company agrees to deliver to Seller the sum of $500,000 (the "Repurchase Consideration"). At the Closing: (i) the Shareholder shall deliver to the Company (a) the stock certificate(s) representing the Shares, (b) a stock assignment transferring the Shares to the Company effective as of the Closing and (c) the stock certificate(s) representing its shares of Series AA Preferred for conversion, and (ii) the Company shall initiate a bank wire transfer to the Shareholder's designated bank account in the amount of the Repurchase Consideration payable as of the date of the Closing. Promptly after the Closing, the Company shall arrange for its transfer agent to reissue to the Shareholder an aggregate of 597,777 shares of Common Stock, which shares represent the total number of shares of Common Stock issuable on conversion of the Series AA Preferred held by the shareholder. 2. Representations, Warranties, Acknowledgments and Covenants of the Shareholder to the Company. The Shareholder hereby represents, warrants, acknowledges and covenants to the Company that: 2.1 Knowledge and Advice. Michael D. Kaufman, who is a principal of the Shareholder, is a member of the Company's Board of Directors and he has had the opportunity to discuss the Company's business, management, and financial affairs with the Company's management, understands the economic implications of the transactions contemplated by this Agreement, and has had full opportunity to seek advice of counsel and any other appropriate advice with respect to such transactions. 2.2 Ownership of Shares. The Shareholder holds and will hold, and is hereby agreeing to transfer, good and full title to the Shares, free and clear of any and all liens and encumbrances. 2.3 Preferred Stock. The Shares represents all of the shares of Series BB Preferred Stock of the Company owned directly or indirectly by the Shareholder, and the Shareholder does not own directly or indirectly any other shares of Series BB Preferred Stock of the Company. The 1,333,333 shares of Series AA Preferred Stock being converted pursuant to this Agreement represent all of the shares of Series AA Preferred Stock owned by the Shareholder. 2.4 Authority; Execution. All action on the part of the Shareholder necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Shareholder has been taken prior to the Closing. This Agreement constitutes the valid and legally binding obligation of the Shareholder, enforceable in accordance with its terms, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. 3 Representations and Warranties of the Company to the Shareholder. The Company hereby represents, warrants, acknowledges and covenants to the Shareholder that: 3.1 Authority; Execution. All action on the part of the Company necessary for the authorization, execution, delivery and performance of all obligations of the Company under this Agreement has been taken and this Agreement constitutes the valid and legally binding obligation of the Company enforceable in accordance with its terms subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. 4. Miscellaneous. 4.1 Entire Agreement; Successors and Assigns. This Agreement constitutes the entire contract between the Shareholder and the Company relative to the 2 subject matter hereof. Any previous agreement between the Shareholder and the Company is superseded by this Agreement. Subject to the exceptions specifically set forth in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective executors, administrators, heirs, successors and assigns of the parties. 4.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California excluding those laws that direct the application of the laws of another jurisdiction. 4.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4.4 Headings. The headings of the sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement. 4.5 Notices. Any notice required or permitted hereunder shall be given in writing and shall be conclusively deemed effectively given upon: (a) personal delivery; (b) one business day after deposit with a nationally recognized express courier, specifying next day delivery, with written confirmation of receipt; or (c) five days after deposit in the United States mail for domestic delivery, by registered or certified mail, postage prepaid, addressed as set forth below the name of each party to this Agreement on the signature page of this Agreement or at such other address as a party may designate by 10 days advance written notice to the other parties hereto. 4.6 Survival of Warranties, Representation and Acknowledgments. The warranties, representations, acknowledgments of the parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement. 4.7 Costs and Expenses. Each party to this Agreement shall bear its own costs and expenses (including attorney's fees) incurred in association with the execution of this Agreement. 4.8 Amendment. This Agreement may be amended only by a written instrument duly executed by each of the parties or by an authorized representative of each of the parties. [signature page follows] 3 IN WITNESS WHEREOF, the parties hereto have executed this Stock Repurchase Agreement as of the day and year first above written. HUMAN PHEROMONE SCIENCES, INC. a California corporation /s/ William P. Horgan ---------------------- William P. Horgan Title: Chief Executive Officer Address: Human Pheromone Sciences, Inc. 84 W. Santa Clara St., Suite 720 San Jose, CA 95113 MK GVD FUND /s/ Michael D. Kaufman ------------------------ Michael D. Kaufman Address: 2471 East Bayshore Road Suite 520 Palo Alto, CA 94303 EX-99.1 4 p17214_ex99-1.txt PRESS RELEASE Exhibit 99.1 For Further Information: Human Pheromone Sciences, Inc. 84 West Santa Clara Street, Suite 720 San Jose, CA 95113 (408) 938-3030 Contact: William P. Horgan Chairman, CEO For Immediate Release Human Pheromone Sciences Announces Redemption and Conversion of Preferred Shares San Jose, California, June 3, 2003. Human Pheromone Sciences, Inc. (OTC Bulletin Board: EROX) ("HPS" or "the Company") today announced that 1,333,333 shares of its Series AA Convertible Redeemable Preferred Stock have been converted by its holder, MK GVD Fund, into 597,777 shares of HPS Common Stock. In a related transaction, the Company has redeemed all 17,448 shares of its Series BB Convertible Redeemable Preferred Stock for $500,000 in cash. At the conclusion of this transaction, the Company has remaining preferred stock outstanding of 100,000 shares of the Series AA Convertible Redeemable Preferred Stock, currently convertible into 44,834 shares of Common Stock. The Company indicated that these transactions were an essential element of a plan to simplify its capital structure by materially reducing preferred shareholdings. "We are pleased that we and the management of MK GVD Fund were able to agree on the terms of these transactions, and we are grateful to MK GVD Fund for its cooperation in achieving the simplification" a spokesperson for the Company noted. Human Pheromone Sciences, Inc. is a technology-based company, whose proof-of concept products included prestige-priced fragrances and toiletries and environmental products sold under the REALM(R), innerREALM(R), EROX(R) and Natural Attraction(R) trademarks. These products contain synthesized human pheromones covered under U.S. and foreign patents. Scientific and consumer studies have shown that the Company's human pheromones positively impact on the moods, attitudes and emotions of wearers. Further information is available on line at www.naturalattraction.com. The statements in this news release may contain forward-looking statements that involve risks and uncertainties that could cause results to differ from predicted results. Further information on factors that could affect the Company's results is detailed in the Company's annual report to shareholders on Form 10-KSB for the year ended December 31, 2002 and Form10-QSB for the quarter ended March 31, 2003, as filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----