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): February 22, 2008 (February
15, 2008)
CHEMBIO
DIAGNOSTICS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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0-30379
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88-0425691
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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3661
Horseblock Road
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Medford,
NY 11763
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(Address
of principal executive offices)
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631-924-1135
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(Registrant’s
Telephone Number)
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N/A
(Former
name or former address, if changed since last report)
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:
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
3.02 Unregistered Sales of Equity Securities
To
the
extent applicable, the contents of Item 5.02 below are incorporated into
this
Item 3.02 by reference.
ITEM
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
February 15, 2008, the Compensation Committee of Chembio Diagnostics, Inc.
(the
“Company”) reduced, to $0.48 per share, the exercise price of each employee and
director stock option issued under the 1999 Equity Incentive Plan (the “1999
Plan”) for which the exercise price was greater than $0.48 per share of the
Company’s common stock. The closing market price of the Company’s
common stock on February 15, 2008 was $0.22 per share. There was no
other change made to the terms of the stock options other than
the reduction in the exercise price.
The
following table lists the number of shares of Company common stock underlying
options with a previous exercise price greater than $0.48 per share that
are
held by officers or board members, and the previous exercise price of each
such
stock option.
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Executive
Officer or Board Member
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Number
of Shares of Common Stock Options under the 1999
Plan
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Previous
Exercise Price
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New
Exercise Price
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|||
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Al
Carus (1)
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36,000
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$0.53
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$0.48
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Al
Carus (1)
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36,000
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$0.53
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$0.48
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|||
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Al
Carus (1)
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36,000
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$0.53
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$0.48
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|||
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Al
Carus (1)
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36,000
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$0.53
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$0.48
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|||
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Al
Carus (1)
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12,000
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$0.55
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$0.48
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|||
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Al
Carus (1)
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12,000
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$0.55
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$0.48
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|||
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Al
Carus (1)
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12,000
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$0.55
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$0.48
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Al
Carus (1)
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12,000
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$0.75
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$0.48
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|||
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Al
Carus (1)
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12,000
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$0.75
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$0.48
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Al
Carus (1)
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12,000
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$0.75
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$0.48
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Al
Carus (1)
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12,000
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$0.79
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$0.48
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Al
Carus (1)
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12,000
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$0.79
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$0.48
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Al
Carus (1)
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12,000
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$0.79
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$0.48
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Gary
Meller (2)
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36,000
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$0.53
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$0.48
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Gary
Meller (2)
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36,000
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$0.53
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$0.48
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Gary
Meller (2)
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36,000
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$0.53
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$0.48
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Gary
Meller (2)
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36,000
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$0.53
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$0.48
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Gary
Meller (2)
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12,000
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$0.55
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$0.48
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Gary
Meller (2)
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12,000
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$0.55
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$0.48
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Gary
Meller (2)
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12,000
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$0.55
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$0.48
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Gary
Meller (2)
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12,000
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$0.68
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$0.48
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Gary
Meller (2)
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12,000
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$0.68
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$0.48
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Gary
Meller (2)
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12,000
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$0.68
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$0.48
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Gary
Meller (2)
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12,000
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$0.80
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$0.48
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Gary
Meller (2)
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12,000
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$0.80
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$0.48
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Gary
Meller (2)
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12,000
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$0.80
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$0.48
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Javan
Esfandiari (3)
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100,000
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$0.60
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$0.48
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Javan
Esfandiari (3)
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100,000
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$0.60
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$0.48
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Javan
Esfandiari (3)
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100,000
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$0.60
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$0.48
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Javan
Esfandiari (3)
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18,750
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$0.62
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$0.48
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Javan
Esfandiari (3)
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18,750
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$0.62
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$0.48
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Javan
Esfandiari (3)
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30,000
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$0.75
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$0.48
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Javan
Esfandiari (3)
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5,000
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$0.75
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$0.48
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Javan
Esfandiari (3)
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25,000
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$0.75
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$0.48
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Javan
Esfandiari (3)
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25,000
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$0.75
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$0.48
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Javan
Esfandiari (3)
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30,000
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$0.75
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$0.48
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Javan
Esfandiari (3)
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5,000
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$0.75
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$0.48
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Javan
Esfandiari (3)
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25,000
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$0.75
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$0.48
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Javan
Esfandiari (3)
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25,000
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$0.75
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$0.48
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Javan
Esfandiari (3)
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25,000
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$0.75
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$0.48
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Kathy
Davis (4)
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36,000
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$0.53
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$0.48
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Kathy
Davis (4)
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36,000
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$0.53
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$0.48
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Kathy
Davis (4)
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36,000
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$0.53
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$0.48
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Kathy
Davis (4)
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36,000
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$0.53
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$0.48
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Kathy
Davis (4)
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36,000
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$0.53
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$0.48
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Lawrence
Siebert (5)
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10,000
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$0.75
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$0.48
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Lawrence
Siebert (5)
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50,000
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$0.75
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$0.48
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Lawrence
Siebert (5)
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10,000
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$0.75
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$0.48
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Lawrence
Siebert (5)
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50,000
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$0.75
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$0.48
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Lawrence
Siebert (5)
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50,000
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$0.75
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$0.48
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Richard
Bruce (6)
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20,000
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$0.59
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$0.48
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Richard
Bruce (6)
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12,500
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$0.62
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$0.48
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Richard
Bruce (6)
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12,500
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$0.62
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$0.48
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Richard
Bruce (6)
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5,000
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$0.75
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$0.48
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Richard
Bruce (6)
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12,500
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$0.75
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$0.48
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Richard
Bruce (6)
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12,500
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$0.75
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$0.48
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Richard
Bruce (6)
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10,000
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$0.75
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$0.48
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Richard
Bruce (6)
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5,000
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$0.75
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$0.48
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Richard
J. Larkin (7)
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18,750
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$0.62
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$0.48
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Richard
J. Larkin (7)
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18,750
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$0.62
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$0.48
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Richard
J. Larkin (7)
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25,000
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$0.75
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$0.48
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Richard
J. Larkin (7)
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25,000
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$0.75
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$0.48
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Tom
Ippolito (8)
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15,000
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$0.62
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$0.48
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(1)
Al
Carus is a Director of the Company.
(2)
Gary
Meller is a Director of the Company.
(3)
Javan
Esfandiari is Senior Vice President of Research and Development for the
Company.
(4)
Kathy
Davis is a Director of the Company.
(5)
Lawrence A. Siebert is the Company’s Chief Executive Officer and a
Director.
(6)
Richard Bruce is Vice President of Operations for the Company.
(7)
Richard J. Larkin is the Company’s Chief Financial Officer.
(8)
Tom
Ippolito is Vice President of Regulatory Affairs, QA & QC for the
Company.
In
addition, on February 15, 2008 in accordance with the terms of the Company’s
1999 Plan, the Company granted certain employees of the Company options to
purchase an aggregate of 525,000 shares of the Company’s common
stock. The exercise price for these options is equal to $0.22 per
share, which was the closing market price for the Company’s common stock on
February 15, 2008. The options vest on the date of the grant.
Each option granted will expire and terminate, if not exercised sooner,
upon the earlier to occur of (a) 30 days after termination of the employee’s
employment with the Company or (b) the fifth anniversary of the date of grant.
The following table identifies the portions of these options issued to
officers of the Company.
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Name
of Executive Officer
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Number
of Shares of Common Stock Options
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Exercise
Price of Stock Option
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Expiration
Date of Stock Option
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Vesting
Date of Stock Option
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||||
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Javan
Esfandiari – Senior Vice President of Research and
Development
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60,000
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$0.22
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2/15/2013
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2/15/2008
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Lawrence
A. Siebert - Chief Executive Officer
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75,000
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$0.22
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2/15/2013
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2/15/2008
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||||
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Richard
Bruce - Vice President of Operations
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50,000
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$0.22
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2/15/2013
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2/15/2008
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||||
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Richard
J. Larkin – Chief Financial Officer
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75,000
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$0.22
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2/15/2013
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2/15/2008
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||||
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Tom
Ippolito - Vice President of Regulatory Affairs, QA &
QC
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50,000
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$0.22
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2/15/2013
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2/15/2008
|
These
issuances were granted based on exemptions from registration under the
Securities Act of 1933, as amended (the “Securities Act”), and applicable state
laws pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation
D. These issuances qualified for this exemption from registration
because (i) the Company did not engage in any general solicitation or
advertising to market the securities; (ii) all the Company's reports filed
under the Securities Exchange Act of 1934 were made available to the recipients;
(iii) each recipient was provided the opportunity to ask questions and
receive answers from the Company regarding the offering; (iv) the
securities were issued to persons with knowledge and experience in financial
and
business matters so that he or she is capable of evaluating the merits and
risks
of an investment in the Company; and (v) the recipients received
“restricted securities” that include a restrictive legend on the
certificate.
Also
on
February 15, 2008, the Company’s Compensation Committee approved cash
discretionary bonuses for the fiscal year ended December 31, 2007 for the
officers of the Company named below.
|
Name
and Title
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Discretionary
Bonus for Fiscal Year Ended December 31, 2007
|
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Lawrence
A. Siebert, Chief Executive Officer
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$26,000
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Richard
J. Larkin, Chief Financial Officer
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$15,000
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Javan
Esfandiari, Senior Vice President of Research and
Development
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$16,000
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Richard
Bruce, Vice President of Operations
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$12,000
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Tom
Ippolito, Vice President of Regulatory Affairs
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$12,000
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The bonuses paid to each of Mr. Siebert and Mr. Esfandiari were paid on a discretionary basis pursuant to the terms of their respective employment agreements, and the bonuses paid to Mr. Larkin, Mr. Bruce and Mr. Ippoltio were paid solely on a discretionary basis, and not pursuant to any bonus plan.
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 thereunto
duly authorized.
Date: February
22,
2008 Chembio
Diagnostics, Inc.
By: /s/
Lawrence A.
Siebert
Lawrence
A. Siebert
Chief
Executive Officer