-----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, EYDNHsYPauHS+WMRWjJkz4yc2ocVhPp0xyipf+L5cj0QMyPF7vGQxpdBF3l6xOWP BFVtNUqfCNdRm6bVoxH7yQ== /in/edgar/work/0000891618-00-004905/0000891618-00-004905.txt : 20001020 0000891618-00-004905.hdr.sgml : 20001020 ACCESSION NUMBER: 0000891618-00-004905 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20001004 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABAXIS INC CENTRAL INDEX KEY: 0000881890 STANDARD INDUSTRIAL CLASSIFICATION: [2835 ] IRS NUMBER: 770213001 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19720 FILM NUMBER: 742573 BUSINESS ADDRESS: STREET 1: 1320 CHESAPEAKE TERRACE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087340200 MAIL ADDRESS: STREET 2: 1320 CHESAPEAKE TERRACE CITY: SUNNYVALE STATE: CA ZIP: 94089 8-K 1 f66406e8-k.txt FORM 8-K 1 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): OCTOBER 4, 2000 --------------------- ABAXIS, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 000-19720 77-0213001 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer) incorporation or organization) Identification No.) 3240 WHIPPLE ROAD, UNION CITY, CA 94587 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 734-0200 1320 Chesapeake Terrace, Sunnyvale, CA 94089 (Former name or address, if changes since last report) 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits
Exhibit No. Description 3.1 Certificate of Determination of Rights, Preferences, Privileges and Restrictions of Series D Preferred Stock of the Registrant, filed with the Secretary of State of California on September 22, 2000. 4.1 Securities Subscription Agreement, dated October 4, 2000, by and among the Registrant and the buyers listed on the Schedule of Buyers thereto ("Buyers"). 4.2 Form of Warrant issued to Buyers pursuant to the Securities Subscription Agreement. 99.1 Press Release dated October 4, 2000 announcing the execution of the Securities Subscription Agreement.
ITEM 5. OTHER EVENTS. On October 4, 2000, Abaxis, Inc. (the "Company") closed the sale of 5,500 shares of Series D Convertible Preferred Stock ("Series D Preferred Stock") to purchasers (the "Series D Financing"). The Company sold the Series D Preferred Stock at a price of $1,000 per share for a total offering of $5,500,000 and was authorized to sell up to 10,000 shares of Series D Preferred Stock for a total offering of up to $10,000,000. The Company realized net proceeds for the sale, after fees, totaling approximately $5,100,000. The Company plans to use the net proceeds for capital equipment expenditures and general working capital purposes. The Series D Preferred Stock is convertible into the Company's Common Stock at the initial conversion price of $1,000 (the "Series D Conversion Price"). Each purchaser received 50 five year warrants to purchase the Company's Common Stock at $7.00 per share for each share of Series D Preferred Stock purchased. The Series D Conversion Price is subject to adjustment for stock splits, stock combinations, recapitalizations and the like as more fully set forth in the Certificate of Designation for the Series D Preferred Stock (the "Certificate of Designation"). The Series D Preferred Stock may be converted into the Company's Common Stock at any time after issuance thereof. The number of shares of Common Stock into which each share of Series D Preferred Stock may be converted shall be determined by dividing $1,000 by the Series D Conversion Price in effect at the time of conversion. Each share shall automatically be converted upon the earlier to occur of: (i) September 27, 2005; provided, however, that if the closing sales price of the Common Stock as reported on the Nasdaq National Market System is less than $7.00 (as adjusted to reflect any stock dividends, stock splits, stock combinations or recapitalizations) for each of the twenty (20) consecutive trading days immediately prior to and including September 27, 2005, then the Series D Preferred Stock will convert into Common Stock automatically upon the earlier to occur of (A) September 27, 2006 or (B) on the first date following the first anniversary of the date of filing the Certificate of Designation that the closing sales price of the Company's Common Stock as reported on 2 3 the Nasdaq National Market System has exceeded $14.00 (as adjusted to reflect any stock dividends, stock splits, stock combinations, recapitalizations or similar events) for the twenty (20) consecutive trading days immediately prior to such date (the "Market Conversion Date"); and provided, further, however, that if the closing sales price of the Common Stock as reported on the Nasdaq National Market System is $7.00 or greater for any twenty (20) consecutive trading days following the first anniversary of the filing of the Certificate of Designation, then the one year extension of the automatic conversion date provided for in the preceding clause above, will not apply, and the conversion date will remain the earlier to occur of (A) September 27, 2005 or (B) the Market Conversion Date; or (ii) the Market Conversion Date. The Company has agreed to file a registration statement Form S-3 no later than forty-five (45) days after the execution date of the Securities Subscription Agreement and has agreed to keep the registration effective until the earlier of one year thereafter or until all the Series D Preferred Stock has been resold pursuant to an effective registration statement. The foregoing description of the Series D Financing is qualified in its entirety by the Securities Subscription Agreement, dated October 4, 2000, and the other agreements and instruments executed in connection therewith, copies of which are attached as exhibits to this Current Report on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated this 18th day of October, 2000. Abaxis, Inc. By: /s/ Donald Stewart ------------------------------------ Donald Stewart Chief Financial Officer 3 4 INDEX TO EXHIBITS
Exhibit No. Description 3.1 Certificate of Determination of Rights, Preferences, Privileges and Restrictions of Series D Preferred Stock of the Registrant, filed with the Secretary of State of California on September 22, 2000. 4.1 Securities Subscription Agreement, dated October 4, 2000, by and among the Registrant and the buyers listed on the Schedule of Buyers thereto ("Buyers"). 4.2 Form of Warrant issued to Buyers pursuant to the Securities Subscription Agreement. 99.1 Press Release dated October 4, 2000 announcing the execution of the Securities Subscription Agreement.
4 EX-3.1 2 f66406ex3-1.txt EXHIBIT 3.1 1 EXHIBIT 3.1 CERTIFICATE OF DETERMINATION OF RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SERIES D PREFERRED STOCK OF ABAXIS, INC. A California corporation (Pursuant to Section 401 of the California General Corporation Law) Clinton H. Severson and Donald Stewart certify that: 1. They are the duly elected and acting President and Secretary, respectively, of Abaxis, Inc. (the "Corporation"). 2. Pursuant to authority given by said Corporation's Articles of Incorporation, the Board of Directors of said Corporation has duly adopted the following recitals and resolutions: WHEREAS, the Articles of Incorporation of the Corporation provide for a class of its authorized shares known as Preferred Stock, comprising Five Million (5,000,000) shares issuable from time to time in one or more series; WHEREAS, the Board of Directors of this Corporation is authorized to fix the number of shares of any series of Preferred Stock; to determine the designation of any such series, and to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock including but not limited to the dividend rights, dividend rate and conversion rights, and to fix, alter or reduce the number of shares constituting any such series (but not below the number of shares then outstanding); and WHEREAS, it is the desire of the Board of Directors of the Corporation, pursuant to its authority under the Articles of Incorporation, to fix the rights, preferences, privileges, restrictions and other matters relating to a series of Preferred Stock to be designated Series D Preferred Stock; NOW THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issue of a new series of Preferred Stock of the Corporation and does hereby fix the rights, preferences, privileges, restrictions and other matters relating to such series of Preferred Stock as follows: 1. Designation. There shall be a series of Preferred Stock, which shall comprise Ten Thousand (10,000) shares and shall be designated "Series D Preferred Stock." As used hereafter, the terms "Preferred Stock" and "Preferred Shares" without designation shall refer to shares of Series D Preferred Stock. 2. Dividends. Each holder of record of a share of Series D Preferred Stock shall be entitled to receive, out of any assets at the time legally available therefore, a dividend of Seventy 2 Dollars ($70.00) per share per annum, payable on April 1st and September 1st of each year but which amount shall be prorated to the extent a share of Preferred Stock is issued and outstanding for less than such biannual period. The right to the dividends on the Series D Preferred Stock described in the preceding sentence shall be cumulative. The Corporation will pay such dividends either in cash or by issuing shares of the Corporation's Common Stock ("Common Stock") having the Market Value (as defined below) equal to such dividends, at the option of the Board of Directors of the Corporation. If the Corporation elects to pay such dividends by issuing Common Stock, the "Market Value" of such Common Stock will be the average of the closing sale prices of the Corporation's Common Stock as reported on the Nasdaq National Market System for the Five (5) trading days prior to the record date for such dividend. A holder of Series D Preferred Stock who would otherwise be entitled to receive a fraction of a share of Common Stock under this Section 2 (taking into account all shares of Series D Preferred Stock held by such holder) shall receive, in lieu thereof, an amount equal to the product of such fractional interest multiplied by the Market Value. No dividends or distributions shall be made with respect to the Common Stock unless at the same time an equivalent dividend with respect to the Series D Preferred Stock has been paid or declared and set apart for payment. 3. Conversion Rights. The holders of Series D Preferred Stock shall have conversion rights as follows: (a) Right to Convert. Each share of Series D Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of filing of this Certificate of Designation, at the office of the Corporation or any transfer agent for the Series D Preferred Stock, into Common Stock as more fully described below. The number of shares of fully paid and nonassessable Common Stock into which each share of Series D Preferred Stock may be converted shall be determined by dividing One Thousand Dollars $1,000.00 by the Series D Conversion Price (as hereinafter defined) in effect at the time of conversion. The Series D Conversion Price shall initially be Seven Dollars ($7.00), as adjusted to reflect any stock dividends on, or stock splits or stock combinations of, the Common Stock after the date of filing this Certificate of Designation (the "Series D Conversion Price"). (b) Automatic Conversion. Each share of Series D Preferred Stock shall be converted into Common Stock automatically upon the earlier to occur of: (i) September 27 , 2005; provided however, that if the closing sales price of the Common Stock as reported on the Nasdaq National Market System is less than $7.00 (as adjusted to reflect any stock dividends, stock splits, stock combinations or recapitalizations) for each of the twenty (20) consecutive trading days immediately prior to and including September 27, 2005, then the Series D Preferred Stock will convert into Common Stock automatically upon the earlier to occur of (A) September 27, 2006 or (B) the event specified in Section 3(b)(ii), below; and provided further, however, that if the closing sales price of the Common Stock as reported on the Nasdaq National Market System is $7.00 or greater for any twenty (20) consecutive trading days after the first anniversary of the filing of this Certificate of Designation, then the one year extension of the automatic conversion date provided for in subsection (i)(A) above will not apply and the conversion date will remain the earlier to occur of (A) September 27, 2005 or (B) the event specified in Section 3(b)(ii), below; or 2 3 (ii) on the first date following the first anniversary of the date of the filing of this Certificate of Designation that the closing sales price of the Common Stock as reported on the Nasdaq National Market System has exceeded $14.00 (as adjusted to reflect any stock dividends, stock splits, stock combinations or recapitalizations) for the twenty (20) consecutive trading days immediately prior to such date. (c) No Fractional Shares. No fractional shares of Common Stock or script shall be issued upon conversion of shares of Series D Preferred Stock. If more than one share of Series D Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series D Preferred Stock so surrendered. In lieu of any fractional shares of Common Stock that would otherwise be issuable upon conversion of any shares of Series D Preferred Stock, the Corporation shall pay a cash adjustment in respect to such fractional interest equal to the product of such fractional interest multiplied by the Series D Conversion Price. (i) Mechanics of Conversion. Before any holder of Series D Preferred Stock shall be entitled to convert the same into Common Stock, and before the Corporation shall be obligated to issue certificates for shares of Common Stock upon the automatic conversion of the Series D Preferred Stock as set forth in Section 3(b) hereof, such holder shall surrender the certificate or certificates therefor, duly endorsed in blank or accompanied by proper instruments of transfer, at the principal office of the Corporation or of any transfer agent for the Series D Preferred Stock, and, if such conversion is voluntary pursuant to Section 3(a), shall give written notice to the Corporation at such office that such holder elects to convert the same and shall state in writing therein the name or names in which such holder wishes the certificate or certificates for Common Stock to be issued. As soon as practicable thereafter, the Corporation shall issue and deliver at such office to such holder's nominee or nominees, certificates for the number of whole shares of Common Stock to which such holder shall be entitled. If such conversion is pursuant to Section 3(a), such conversion shall be deemed to have been made as of the date of such surrender of the Series D Preferred Stock to be converted, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock on said date. (ii) Capital Adjustments. In case the Corporation shall at any time (A) subdivide the outstanding Common Stock, or (B) issue a stock dividend on its outstanding Common Stock, the number of shares of Common Stock issuable upon conversion of the Series D Preferred Stock immediately prior to such subdivision or the issuance of such stock dividend shall be proportionately increased by the same ratio as the subdivision or dividend (with appropriate decreases in the Series D Conversion Price). In case the Corporation shall at any time combine its outstanding Common Stock, the number of shares of Common Stock issuable upon conversion of the Series D Preferred Stock immediately prior to such combination shall be proportionately decreased by the same ratio as the combination (with appropriate increases in the Series D Conversion Price). All such adjustments described herein shall be effective at the close of business on the date of such subdivision, stock dividend or combination, as the case may be. (iii) Reorganization. In case of any capital reorganization (other than in connection with a merger or other reorganization in which the Corporation is not the 3 4 continuing or surviving entity), or any reclassification of the Common Stock of the Corporation, the Series D Preferred Stock shall thereafter be convertible into that number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of the shares of Series D Preferred Stock immediately prior to such reorganization or recapitalization would have been entitled to receive upon such reorganization or reclassification. In any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the holders of Series D Preferred Stock, such that the provisions set forth herein shall thereafter be applicable, as nearly as reasonably may be, in relation to any share of stock or other property thereafter deliverable upon the conversion. (iv) Reservation of Stock. The Corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Series D Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all Series D Preferred Stock from time to time outstanding. The Corporation shall from time to time (subject to obtaining necessary director and shareholder action), in accordance with the laws of the State of California, increase the authorized amount of its Common Stock if at any time the authorized number of shares of Common Stock remaining unissued shall not be sufficient to permit the conversion of all of the shares of Series D Preferred Stock at the time outstanding. 4. Voting Rights. The holders of the Series D Preferred Stock shall have no voting power whatsoever, except as otherwise provided by the General Corporation Law of the State of California ("California Law"), and no holder of Series D Preferred Stock shall vote or otherwise participate in any proceeding in which actions shall be taken by the Corporation or the stockholders thereof or be entitled to notification as to any meeting of the stockholders (except to the extent the a holder of Series D Preferred Stock is also a holder of Common Stock). To the extent that under California Law the vote of the holders of the Series D Preferred Stock, voting separately as a class, is required to authorize a given action of the Corporation, the affirmative vote or consent of the holders of at least a majority of the shares of Series D Preferred Stock represented at a duly held meeting at which a quorum is present or by written consent of a majority of the number of shares of outstanding Series D Preferred Stock (except as otherwise may be required under California Law) shall constitute the approval of such action by the class. To the extent that under California Law the holders of the Series D Preferred Stock are entitled to vote on a matter with holders of Common Stock, voting together as one (1) class, each share of Series D Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common Stock into which it is then convertible using the record date for the taking of such vote of stockholders as the date as of which the Series D Conversion Price is calculated. Holders of the Series D Preferred Stock also shall be entitled to notice of all shareholder meetings or written consents with respect to which they would be entitled to vote, which notice would be provided pursuant to the Corporation's by-laws and applicable statutes. RESOLVED FURTHER, that the President or any Vice President, and the Secretary or any Assistant Secretary, of the Corporation be, and hereby are, authorized and directed to execute, acknowledge, file and record a Certificate of Determination of preferences in accordance with the foregoing resolutions and the provisions of California law. 4 5 5. The authorized number of shares of Series D Preferred Stock is Ten Thousand (10,000), none of which has been issued. 5 6 The undersigned declare under penalty of perjury under the laws of the State of California that the matters set forth in the foregoing Certificate are true and correct of their own knowledge. Executed at Sunnyvale, California on September __, 2000. /s/ Clinton H. Severson ------------------------ Clinton H. Severson President /s/ Donald Stewart ------------------------ Donald Stewart Secretary 6 EX-4.1 3 f66406ex4-1.txt EXHIBIT 4.1 1 EXHIBIT 4.1 ABAXIS, INC. SECURITIES SUBSCRIPTION AGREEMENT THIS SECURITIES SUBSCRIPTION AGREEMENT (the "Agreement") is made as of October 4, 2000, between Abaxis, Inc., a California corporation ("Seller") and the subscribers listed on the Schedule of Subscribers attached hereto as Schedule I (a "Subscriber" or collectively, the "Subscribers"). Each Subscriber hereby represents and warrants to, and agrees with Seller as follows: 1. Agreement to Subscribe; Subscription Price. (a) Number of Shares; Purchase Price. Subscribers hereby agree to purchase from Seller up to 10,000 shares of its Series D Preferred Stock (the "Shares") at a purchase price of $1000 per share (the "Purchase Price"). The rights, restrictions, privileges and preferences of the Shares are as set forth in the Certificate of Determination of Rights, Restrictions (the "Certificate of Determination") attached hereto as Exhibit A. (b) Sale and Issuance of the Shares. Subject to the terms and conditions hereof, at the Closing Date (as defined below), Seller will issue and sell to each Subscriber and each Subscriber agrees, severally and not jointly, to subscribe from Seller that number of the Shares set forth opposite each Subscriber's name on Schedule I. Subscribers shall pay the Purchase Price by delivering good funds in United States Dollars to the Escrow Agent (as defined below) for closing by delivery of securities versus payment on October 4, 2000 or at such time as is mutually acceptable to both parties (the "Closing Date"). (c) Issuance of Warrants. In consideration of the subscription of the Shares, Seller agrees to issue to each Subscriber, a warrant to purchase the number of shares of the Seller's Common Stock equal to five percent (5%) of the amount of the Purchase Price paid by such Subscriber divided by $7.00, such warrant to be substantially in the form attached hereto as Exhibit B (the "Warrants"). (d) Conditions to Obligations of Seller. Seller's obligation to sell the Shares and to issue the Warrants to a Subscriber is conditioned upon the following: (i) The receipt and acceptance by Seller of this Agreement for the sale of the Shares and the issuance of the Warrants, as evidenced by the execution of this Agreement by authorized officers of Subscriber. (ii) The delivery to the Escrow Agent by each Subscriber of good funds in the amount of the Purchase Price for the Shares. (iii) The Certificate of Determination shall have been filed with, and accepted by, the Secretary of State of the State of California. 2 (e) Conditions to Obligations of Subscriber. Subscriber's obligation to purchase the Shares from Seller is conditioned upon the following: (i) The receipt and acceptance by Subscribers of this Agreement for the purchase of the Shares, as evidenced by the execution of this Agreement by authorized officers of Seller. (ii) The delivery to the Escrow Agent by Seller of one or more stock certificates of Seller representing, in aggregate, the number of Shares purchased by each of the Subscribers and conforming in all material respects to the requirements of this Agreement. (iii) The delivery at Closing of a certificate from an authorized officer of Seller certifying that Seller's representations and warranties hereunder are true and correct as of the closing date. (iv) The Certificate of Determination shall have been filed with, and accepted by, the Secretary of State of the State of California. (f) Deliveries. The Purchase Price for the Shares will be directed to the Trust Account of Gray Cary Ware & Freidenrich LLP (Account #6470017579), Attn: Andrew Zeif, Esq., as Escrow Agent, Union Bank of California, 400 University Avenue, Palo Alto, CA 94301, ABA #122000496, on or before the Closing Date. The subscription price for the Shares will, upon deposit into and collection for the above account, be delivered to Seller by certified check or by wire transfer, subject to prior delivery to said Escrow Agent of certificates representing the purchased Shares in accordance with the terms of this Agreement. Upon execution of said transfer, the Escrow Agent shall deliver the certificates representing the purchased Shares to the Subscriber in accordance with the Subscriber's instructions. (g) Indemnification of Escrow Agent. Seller and Subscriber each agrees, jointly and severally, to indemnify and hold harmless the Escrow Agent from any and all claims, liabilities, losses, actions, suits, or proceedings, at law or in equity, that it may incur by reason of its acting as escrow agent as described herein (including but not limited to expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced); provided, however, that the provisions of this paragraph shall not apply in the event of any claim, liability, loss, action, suit, of proceeding resulting from the gross negligence or willful misconduct of the Escrow Agent. 2. Subscriber Representations, Access to Information; Independent Investigation. Each Subscriber severally and not jointly, represents and warrants to Seller as follows: (a) Subscriber's Qualifications. Subscriber (i) is an "accredited investor" within the meaning of Securities and Exchange Commission ("SEC") Rule 501 of Regulation D, as presently in effect; 2 3 (ii) has the full right, power and authority to enter into this Agreement and to carry out and consummate the transactions contemplated herein and this Agreement constitutes the legal, valid and binding obligation of Subscriber; (iii) is purchasing the Shares and the Warrants initially for its own account, for investment purposes only and not with the view towards distribution or reselling of such Shares and the Warrants or any part thereof; (iv) has a preexisting personal or business relationship with Seller and/or certain of its officers and/or directors of a nature and duration sufficient to make Subscriber aware of the character, business acumen and general business and financial circumstances of Seller and/or such officers and directors. By reason of Subscriber's business or financial experience, Subscriber is capable of evaluating the merits and risks of this investment, has the ability to protect Subscriber's own interests in this transaction and is financially capable of bearing a total loss of this investment; and (v) Subscriber understands that (i) the Shares and the Warrants are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws, (ii) the Shares and the Warrants have not been registered with any United States federal or state securities commissions and (iii) Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of Subscriber to acquire the Shares and the Warrants. (b) Public Information Subscriber has received copies of the Seller's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and all Quarterly Reports on Form 10-Q and all Current Reports on Form 8-K filed thereafter (collectively the "SEC Filings"), and other publicly available documents and has carefully reviewed these SEC Filings. (c) Legal Compliance. Subscriber has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares and the Warrants or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares and the Warrants, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares and the Warrants. Subscriber's subscription and payment for, and its continued ownership of the Shares and the Warrants, will not violate any applicable securities or other laws of its jurisdiction. (d) Due Diligence. Subscriber and its representatives have been solely responsible for Subscriber's own "due diligence" investigation of Seller and its management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, Subscriber has acted solely in its own interest, and neither Subscriber nor any of its representatives has acted as an agent of Seller. 3 4 (e) No Consents or Approvals. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of Subscriber is required in connection with the valid execution, delivery and performance of this Agreement. 3. Seller Representations. (a) Rights, Preferences, Privileges and Restrictions. The rights, preferences, privileges and restrictions of the Shares are substantially as set forth in the Certificate of Determination or in this Agreement. (b) Legal Compliance. Seller is in compliance, to the extent applicable, with all reporting obligations under either Section 12(b), 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Seller has registered its Common Stock pursuant to Section 12 of the Exchange Act and the Common Stock trades on the Nasdaq National Market System. (c) Concerning the Shares. The Shares and additional shares of Common Stock issuable upon exercise of the Warrants when issued and delivered hereunder will be duly and validly authorized and issued, fully paid and non-assessable and free from preemptive rights. (d) Subscription Agreement. This Agreement has been duly authorized, validly executed and delivered on behalf of the Seller and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. (e) Non-Contravention. The execution and delivery of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement do not and will not conflict with or result in a material breach by Seller of any of the terms or provisions of, or constituent default under, the articles of incorporation or by-laws of Seller, or any indenture, mortgage, deed of trust or other material agreement or instrument to which Seller is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other governmental body having jurisdiction over Seller or any of its properties or assets. (f) Approvals. Seller is not aware of any authorization, approval or consent of any governmental body which is legally required for the issuance and sale of the Shares and the Warrants as contemplated by this Agreement. 4. Restrictive Legend. (a) The Shares and the Warrants have been issued with the following legend (the "Legend") appearing thereon: Federal Legend. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 4 5 AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE SELLER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE SELLER, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. (b) Transferability. Seller need not register a transfer of any Shares, and may also instruct its transfer agent not to register the transfer of the Shares. 5. Registration Rights. (a) Registration. As soon as practicable after the Closing Date, and not more than forty-five (45) days thereafter, Seller shall file a registration statement on Form S-3 (or any successor form) with respect to shares of Abaxis Common Stock issuable upon conversion of the Shares or exercise of Warrants (such registration statement and any successor or substitute registration statement is herein referred to as the "Registration Statement"). Seller shall use its best efforts to cause such Registration Statement to become effective as promptly as practicable and to maintain the effectiveness of the Registration Statement (and to maintain the current status of the prospectus contained therein) until the earlier of (i) the date one year from the Closing Date or (ii) when all the Shares have been resold pursuant to an effective Registration Statement. It shall be a condition precedent to the right of any Subscriber to sell Shares under the Registration Statement and the obligation of Seller to file the Registration Statement that such Subscriber shall have furnished to Seller such information regarding itself, the Shares held by it, the intended method of distribution of such securities and any additional information as shall be required to be included in the Registration Statement with respect to such Shares. Seller shall provide each Subscriber with a copy of each Registration Statement, each amendment or supplement thereto, and the prospectus contained therein (as amended and/or supplemented). 6. Miscellaneous. (a) Entire Agreement. Except as specifically referenced herein, this Agreement constitutes the entire contract between the parties, and neither party shall be liable or bound to the other in any manner by any warranties, representations or covenants except as specifically set forth herein. Any previous agreement among the parties related to the transactions described herein is superseded hereby. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 5 6 (b) Governing Law. This Agreement shall be governed by, and interpreted in all respects by, the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California. (c) Survival. The representations, warranties, covenants and agreements made herein shall survive the execution of this Agreement and the closing of the transactions contemplated hereby. (d) No Brokers. Subscriber (i) represents and warrants to the Seller that it has retained no finder or broker in connection with the transactions contemplated by this Agreement and (ii) hereby agrees to indemnify and to hold Seller harmless of and from any liability for any commission or compensation in the nature of a finder's fee to any broker or other person of firm (and the costs and expenses of defending against such liability or asserted liability) for which it, or any of its employees or representatives, are responsible. (e) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 6 7 IN WITNESS WHEREOF, the parties hereto have caused this Offshore Securities Subscription Agreement to become effective this 4th day of October, 2000. ABAXIS, INC. By: /s/ Donald Stewart ------------------ Donald Stewart Vice President, Finance and Chief Financial Officer SUBSCRIBER By: ---------------------------- Name: -------------------------- Title: ------------------------- 7 8 SCHEDULE I SCHEDULE OF SUBSCRIBERS
- --------------------------------------------------------------------------------------------------- Name and Address of Subscriber Number of Shares Warrants Purchase Price - --------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- Total - ---------------------------------------------------------------------------------------------------
8 9 EXHIBIT A CERTIFICATE OF DETERMINATION 9 10 EXHIBIT B FORM OF WARRANT EX-4.2 4 f66406ex4-2.txt EXHIBIT 4.2 1 EXHIBIT 4.2 THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF SUCH SECURITIES REASONABLY SATISFACTORY TO THE STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. No. 001 October 4, 2000 WARRANT TO PURCHASE COMMON STOCK OF ABAXIS, INC. (void after October 4, 2005) 1. Number of Shares Subject to Warrant. FOR VALUE RECEIVED, subject to the terms and conditions herein set forth, Holder (as defined below) is entitled to purchase from Abaxis, Inc., a California corporation (the "Company"), during the times specified in Section 6, at a price per share equal to the Warrant Price (as defined below), the Warrant Stock (as defined below) upon exercise of this Warrant pursuant to Section 6 hereof. 2. Definitions. As used in this Warrant, the following terms shall have the definitions ascribed to them below: (a) "Holder" shall mean ___________ or its assigns. (b) "Securities" shall mean that ______ shares of the Common Stock of the Company. (c) "Warrant Price" shall be Seven Dollars ($7.00) per share. (d) "Warrant Stock" shall mean the Securities purchasable upon exercise of this Warrant or issuable upon conversion of this Warrant. (e) "Market Price" of a share of Common Stock means: (i) the average of the daily closing sales prices of the Common Stock on the national securities exchange on which the Common Stock may at the time be listed, or, if there shall have been no sales on any such exchange on any day, the average of the reported bid and asked prices on all such exchanges at the end of such day, in each case over the twenty trading days immediately before the date of determination of Market Price, or (ii) if on any date of determination of Market Price, the Common Stock shall not be listed on a national securities exchange, the average of the closing sales price on the NASDAQ Stock Market, or, if there shall have been no sales on the NASDAQ Stock Market on 2 any day, the average of the reported bid and asked prices on the NASDAQ Stock Market at the end of such day, in each case over the twenty trading days immediately before the date of determination of Market Price, or (iii) if the Common Stock is not listed on any national securities exchange or quoted on the NASDAQ Stock Market, the Market Price shall be deemed to be the fair value thereof calculated as follows: (A) the Company's Board of Directors shall initially determine in good faith within 7 days the Market Price on the date of delivery of the applicable notice or request and provide such determination in writing to the Holder; (B) the Holder shall have 7 business days from the receipt of such written determination to accept or object to the Market Price as determined by the Company's Board of Directors. If the Holder objects, the Market Price shall be determined by an appraiser who shall be an independent internationally recognized investment banking firm jointly chosen by the Holder and the Company within 5 business days of the Company's receipt of the Holder's objection. If the Holder and the Company fail to jointly appoint a sole appraiser within the specified time, the Market Price shall be the value agreed upon by an appraiser chosen at random by a mutually agreed upon party from a group composed of 3 Company nominated appraisers and 3 Holder nominated appraisers. If the chosen appraiser declines to provide an appraisal, the process shall be repeated from the group of remaining nominated appraisers. The compensation, costs, fees and expenses relating to the appraisers and the related procedures for choosing an appraiser shall be borne equally by the Holder and the Company. (f) "SEC" means the Securities and Exchange Commission. (g) "Trading Price" means the closing price per share of an acquiring or merging (pursuant to Section 10) company's common stock on the last trading day prior to signing of an acquisition, merger or similar agreement. 3. Fractional Shares. No fractional shares shall be issuable upon exercise or conversion of the Warrant and the number of shares to be issued shall be rounded down to the nearest whole share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying the Holder an amount computed by multiplying the fractional interest by the fair market value of a full share. 4. No Shareholder Rights. This Warrant, by itself, as distinguished from any shares purchased hereunder, shall not entitle its Holder to any of the rights of a shareholder of the Company. 5. Reservation of Stock. The Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Warrant Stock upon the exercise or conversion of this Warrant. Issuance of this Warrant shall constitute full authority to the Company's officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Warrant Stock issuable upon the exercise or conversion of this Warrant. 2 3 6. Exercise of Warrant. This Warrant may be exercised by the surrender of this Warrant, together with the Notice of Exercise and Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed at the principal office of the Company, specifying the portion of the Warrant to be exercised and accompanied by payment in full of the Warrant Price in cash or by check with respect to the shares of Warrant Stock being purchased. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as Holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise. If the Warrant shall be exercised for less than the total number of shares of Warrant Stock then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company will execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Stock purchasable hereunder upon the same terms and conditions set forth herein. 7. Conversion. In lieu of exercising this Warrant or any portion hereof, the Holder hereof shall have the right to convert this Warrant or any portion hereof into Warrant Stock by executing and delivering to the Company at its principal office the written Notice of Conversion and Investment Representation Statement in the forms attached hereto as Attachments 2 and 3, specifying the portion of the Warrant to be converted, and accompanied by this Warrant. The number of shares of Warrant Stock to be issued to Holder upon such conversion shall be computed using the following formula: X = (P)(Y)(A-B)/A X = the number of shares of Securities to be issued to the Holder for the portion of the Warrant being converted. P = the portion of the Warrant being converted expressed as a decimal fraction. Y = the total number of shares of Securities issuable upon exercise of the Warrant in full. A = the Market Price. B = the Warrant Price on the date of conversion. 3 4 Any portion of this Warrant that is converted shall be immediately canceled. This Warrant or any portion hereof shall be deemed to have been converted immediately prior to the close of business on the date of its surrender for conversion as provided above, and the person entitled to receive the shares of Warrant Stock issuable upon such conversion shall be treated for all purposes as Holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such conversion. If the Warrant shall be converted for less than the total number of shares of Warrant Stock then issuable upon conversion, promptly after surrender of the Warrant upon such conversion, the Company will execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Stock purchasable hereunder upon the same terms and conditions set forth herein. 8. Adjustment of Exercise Price and Number of Shares. The number of shares issuable upon exercise of this Warrant (or any shares of stock or other securities or property at the time receivable or issuable upon exercise of this Warrant) and the Warrant Price therefor are subject to adjustment upon the occurrence of the following events: (a) Adjustment for Stock Splits, Stock Dividends, Recapitalizations, etc. The Warrant Price and the number of shares issuable upon exercise of this Warrant shall each be proportionally adjusted to reflect any stock dividend, stock split, reverse stock split, combination of shares, reclassification, recapitalization or other similar event altering the number of outstanding shares of the Company's capital stock. (b) Adjustment for Other Dividends and Distributions. In case the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the shares payable in securities of the Company then, and in each such case, the Holder, on exercise of this Warrant at any time after the consummation, effective date or record date of such event, shall receive, in addition to the Warrant Stock (or such other stock or securities) issuable on such exercise prior to such date, the securities of the Company to which such Holder would have been entitled upon such date if such Holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant). 9. Adjustment for Capital Reorganization, Consolidation, Merger. If any capital reorganization of the capital stock of the Company, or any consolidation or merger of the Company with or into another corporation, or the sale of all or substantially all of the Company's assets to another corporation shall be effected in such a way that holders of the Company's capital stock will be entitled to receive stock, securities or assets with respect to or in exchange for the Company's capital stock, and in each such case the Holder, upon the exercise of this Warrant, at any time after the consummation of such capital reorganization, consolidation, merger, or sale, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior to the consummation of such capital reorganization, consolidation, merger, or sale, all subject to further adjustment as provided in this 4 5 Section 9; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation. 10. Transfer of Warrant. This Warrant may be transferred or assigned by the Holder hereof in whole or in part, provided that the transferor provides, at the Company's request, an opinion of counsel satisfactory to the Company that such transfer does not require registration under the Act and the securities law applicable with respect to any other applicable jurisdiction. 11. Termination. This Warrant shall terminate and no longer by exercisable at 5:00 p.m. California time, on October 4, 2005. 12. Miscellaneous. This Warrant shall be governed by the laws of the State of California, as such laws are applied to contracts to be entered into and performed entirely in California by California residents. The headings in this Warrant are for purposes of convenience and reference only, and shall not be deemed to constitute a part hereof. Neither this Warrant nor any term hereof may be changed or waived orally, but only by an instrument in writing signed by the Company and the Holder of this Warrant. All notices and other communications from the Company to the Holder of this Warrant shall be delivered personally or mailed by first class mail, postage prepaid, to the address furnished to the Company in writing by the last Holder of this Warrant who shall have furnished an address to the Company in writing, and if mailed shall be deemed given three days after deposit in the United States mail. Abaxis, Inc. By: /s/ Clinton H. Severson ---------------------------- Clinton H. Severson, President 5 6 Attachment 1 NOTICE OF EXERCISE TO: ABAXIS, INC. 1. The undersigned hereby elects to purchase ________________ shares of the Warrant Stock of Abaxis, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price in full, together with all applicable transfer taxes, if any. 2. Please issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name as is specified below: ---------------------------------- (Name) ---------------------------------- (Address) - ----------------------- ----------------------------------------------- (Date) (Name of Warrant Holder) By: ------------------------------------------- Title: ----------------------------------------- 6 7 Attachment 2 INVESTMENT REPRESENTATION STATEMENT Shares of the Securities (as defined in the attached Warrant) of ABAXIS, INC. In connection with the purchase of the above-listed securities, the undersigned hereby represents to Abaxis, Inc. (the "Company") as follows: (a) The securities to be received upon the exercise of the Warrant (the "Securities") will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and the undersigned has no present intention of selling, granting participation in or otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control. By executing this Statement, the undersigned further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation to such person or to any third person, with respect to any Securities issuable upon exercise of the Warrant. (b) The undersigned understands that the Securities issuable upon exercise of the Warrant at the time of issuance may not be registered under the Act, and applicable state securities laws, on the ground that the issuance of such securities is exempt pursuant to Section 4 (2) of the Act and state law exemptions relating to offers and sales not by means of a public offering, and that the Company's reliance on such exemptions is predicated on the undersigned's representations set forth herein. (c) The undersigned agrees that in no event will it make a disposition of any Securities acquired upon the exercise of the Warrant unless and until (i) it shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and (ii) it shall have furnished the Company with an opinion of counsel satisfactory to the Company and Company's counsel to the effect that (A) appropriate action necessary for compliance with the Act and any applicable state securities laws has been taken or an exemption from the registration requirements of the Act and such laws is available, and (B) the proposed transfer will not violate any of said laws. (d) The undersigned acknowledges that an investment in the Company is highly speculative and represents that it is able to fend for itself in the transactions contemplated by this Statement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investments, and has the ability to bear the economic risks (including the risk of a total loss) of its investment. The undersigned represents that it has had the opportunity to ask questions of the Company concerning the Company's business and assets and to obtain any additional information which it considered necessary to verify the accuracy of or to amplify the Company's disclosures, and has had all questions which have been asked by it satisfactorily answered by the Company. 7 8 (e) The undersigned acknowledges that the Securities issuable upon exercise of the Warrant must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available. The undersigned is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being through a "broker's transaction" or in transactions directly with a "market makers" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations. Dated: ------------------------- ------------------------------------------- (Typed or Printed Name) By: ------------------------------------------- (Signature) ------------------------------------------- (Title) 8 9 Attachment 3 NOTICE OF CONVERSION TO: ABAXIS, INC. 1. The undersigned hereby elects to acquire ________________ shares of the Securities of Abaxis, Inc., pursuant to the terms of the attached Warrant, by conversion of _____________ percent (________ %) of the Warrant. 2. Please issue a certificate or certificates representing said shares of Securities in the name of the undersigned or in such other name as is specified below: ---------------------------------- (Name) ---------------------------------- (Address) - ----------------------- ----------------------------------------------- (Date) (Name of Warrant Holder) By: ------------------------------------------- Title: ----------------------------------------- 9 EX-99.1 5 f66406ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 Contact: Donald J. Stewart RCG Capital Markets Group, Inc. Chief Financial Officer Retail: Jim Estrada, Brett Maas ABAXIS, Inc. Institutional/Analysts: Joe Dorame 408-745-6851 Media: Jeff Stanlis 480-675-0400 FOR IMMEDIATE RELEASE ABAXIS COMPLETES $5.5 MILLION PRIVATE FINANCING Sunnyvale, California --- October 4, 2000 --- ABAXIS, Inc. (NASDAQ: ABAX), a medical products company manufacturing point-of-care blood analysis systems, announced today it has completed a private financing raising a total of $5.5 million. The company issued convertible preferred stock that may be converted to common stock at a fixed conversion price of $7.00 per share. The convertible preferred stock has a 7% coupon that is payable semiannually. The preferred stock will automatically convert into common stock no later than October 3, 2006. Each investor will receive 50 five year warrants to purchase common stock at $7.00 per share for each $1,000 invested in the convertible preferred stock. The company has agreed to file a resale registration statement covering the underlying common stock in the next 45 days. The proceeds from the offering will be used for capital expenditures, primarily for its new manufacturing facility, and general working capital purposes. "We are very pleased that there is a recognition of the performance of Abaxis' operating performance, which has enabled us to raise additional capital at a premium to our current common stock price in this difficult equity market", commented Clint Severson, Chairman, President and Chief Executive Officer of Abaxis. "We are happy with the support of two of our current investors who purchased $4.5 million, and the support of our management team who invested $500,000. The new equity capital paves the way for the timely completion of our new manufacturing facility, allowing us to significantly expand capacity and aggressively pursue the market opportunity before us in both the veterinary and medical markets." Founded in 1989, Abaxis develops, manufactures and markets portable blood chemistry analyzers for use in any patient-care setting to provide clinicians with rapid blood constituent measurements. The system consists of a compact, 6.9 kilogram, portable analyzer and a series of 8 cm diameter single-use plastic disks, called reagent discs, that contain all the reagents necessary to perform a fixed menu of tests. The system can be operated with minimal training and perform multiple tests on whole blood using either venous or finger stick samples. The system provides test results in less than 14 minutes with the precision and accuracy equivalent to a clinical laboratory. This press release contains forward-looking statements, which are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The future events described in such statements involve risks and uncertainties, including but not limited to, risks and uncertainties related to the market acceptance of the Company's products and the continuing development of its products, risks associated with manufacturing and distributing its products on a commercial scale, general market conditions, competition, risks and uncertainties related to its ability to raise capital in order to fund its operations and other risks detailed from time to time in ABAXIS' periodic reports filed with the United States Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----