-----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, NnqmalZfI69m4YHZM9Vo7CPSWYsvZklB1Xk9ERtKD3oSEPnrfmYCEP62RUHpKVlJ f7DJ0LOrzrkaagGT5NkETA== 0000950005-05-000666.txt : 20050930 0000950005-05-000666.hdr.sgml : 20050930 20050930140839 ACCESSION NUMBER: 0000950005-05-000666 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050928 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050930 DATE AS OF CHANGE: 20050930 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: 051113685 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 p19525_8-k.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): September 28, 2005 ------------------------------- HUMAN PHEROMONE SCIENCES, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) CALIFORNIA 0-23544 94-3107202 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 8.01. Other Events Human Pheromone Sciences, Inc. (the "Registrant", the "Company" or "HPS") announced today that it has signed a binding term sheet with Rubinson & Associates, Inc. ("Rubinson") under which Rubinson will purchase 833,333 units, each consisting of one unregistered share of common stock of HPS, together with five year warrants for the purchase of four additional shares of common stock. The amount to be initially invested will be $500,000. If fully exercised, the warrants would result in an aggregate additional investment of $2,416,666, however there can be no assurance that any of the warrants will be exercised. The terms agreed by the Company and Rubinson are subject to the completion of mutual Due Diligence, which is expected to be completed by the end of October and the completion of all legal, corporate and securities compliance requirements. A closing is scheduled for November 7th. The understanding with Rubinson also provides that Mitchell Rubinson, Chairman of Rubinson & Associates, Inc., will be employed by the Company at a base salary of $1.00 per year and elected as Chairman of the Board of Directors. ITEM 9.01. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits 99.1 Press Release dated September 28, 2005. -2- 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: September 30, 2005 By: /s/ William P. Horgan -------------------------------------------- William P. Horgan, Chief Executive Officer -3- EXHIBIT INDEX 99.1 Press Release dated September 28, 2005. -4- EX-99 2 p19525_ex99-1.txt EXHIBIT 99.1 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, CEO Human Pheromone Sciences Enters into Agreement for the Sale of Common Stock and Warrants San Jose, California, September 28, 2005. Human Pheromone Sciences, Inc. (OTC Bulletin Board: EROX) (the "Company" or "HPS") announced today that it has signed a binding term sheet with Rubinson & Associates, Inc. ("Rubinson") under which Rubinson will purchase 833,333 units, each consisting of one unregistered share of common stock of HPS, together with five year warrants for the purchase of four additional shares of common stock. The amount to be initially invested will be $500,000. If fully exercised, the warrants would result in an aggregate additional investment of $2,416,666, however there can be no assurance that any of the warrants will be exercised. The terms agreed by the Company and Rubinson are subject to the completion of mutual Due Diligence, which is expected to be completed by the end of October and the completion of all legal, corporate and securities compliance requirements. A closing is scheduled for November 7th. The understanding with Rubinson also provides that Mitchell Rubinson, Chairman of Rubinson & Associates, Inc., will be employed by the Company at a base salary of $1.00 per year and elected as Chairman of the Board of Directors. In commenting on the proposed transaction, William P. Horgan, CEO of the Company said, "pending the completion of the due diligence and the other requirements, we are excited to welcome Mitchell Rubinson to HPS and look forward to benefiting from his years of business experience and the acumen he brings with him." Mr. Rubinson is a private investor who has, over the past several decades, taken an active role in building public and private companies in which he has invested. -5- With respect to the currently proposed transaction, Mr. Rubinson said, "I am very excited to be taking on a leadership role to assist the Company in realizing its vision of increased product introduction and distribution." Human Pheromone Sciences, Inc. is a technology-based company, whose proof-of-concept products included prestige-price fragrances and toiletries and environmental products sold under the Natural Attraction, REALM, innerREALM and EROX trademarks. These products contain mood-enhancing human pheromones, the use of which is covered under U.S. and foreign patents. The Company also licenses its proprietary technology to other companies for inclusion in their products for direct sale to the consumer in several markets. 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.erox.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, 2004 and the Form 10-QSB for the six months ended June 30, 2005 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. -6- -----END PRIVACY-ENHANCED MESSAGE-----