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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) - April 5, 2005
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CAPRIUS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-11914 22-2457487
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Parker Plaza, Fort Lee, New Jersey 07024
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (201) 592-8838
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ITEM 8.01 OTHER EVENTS
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Effective as of April 5, 2005 (the "Effective Date"), Caprius, Inc.
(the "Company" or "we") amended our Certificate of Incorporation to provide for
a one-for-twenty reverse split (the "Reverse Split") of our outstanding Common
Stock, $.01 par value. Upon the effective date, the post-Reverse Split shares
(the "Post-Split Shares") of Common Stock began trading on the OTC Bulletin
Board under the symbol CAPS. The pre-split shares (the "Pre-Split Shares") of
Common Stock had been traded under the symbol "CAPR". The Reverse Split does not
alter the number of authorized shares of Common Stock, which remains at
50,000,000, and does not alter the par value, which remains at $.01 per share.
In February 2004, we completed a placement of Series C Convertible
Preferred Stock. One post-closing condition was for us to undertake the Reverse
Split, at which time all of the outstanding Series C Convertible Preferred Stock
would automatically convert into Common Stock, adjusted for the Reverse Split.
The holders of a majority of the outstanding voting securities had consented to
a Certificate of Amendment to the Certificate of Incorporation providing for the
Reverse Split. We thereafter sent to the remaining stockholders an Information
Statement on Schedule 14C describing the background, purpose and effect of the
Reverse Split and the Certificate of Amendment.
By reason of the Reverse Split, and after conversion of the Series C
Preferred Stock into Post-Split Shares, as of the Effective Date,we had
outstanding 3,321,673 shares of Common Stock and an aggregate of 1,052,844
shares were reserved for exercise of options and warrants and conversion of
Series B Preferred Stock.
All stock certificates representing Pre-Split Shares outstanding on
the Effective Date will be deemed to represent the appropriate number of
Post-Split Shares. No certificates or scrip representing fractional share
interests in the Post-Split Shares will be issued, and no such fractional share
interest will entitle the holder thereof to vote, or to any rights as a
stockholder of the Company. Any fractional share interest will be rounded down
to the nearest whole Share, but not less than one Post-Split Share. Letters of
Transmittal are being sent to record holders of the Common Stock to assist them
in exchanging for stock certificates for their Post-Split Shares.
All outstanding options, warrants and convertible securities for the
purchase of the Common Stock will, by their terms, be automatically adjusted to
reflect the Reverse Split. Except for those holders who as a result of the
Reverse Split would have owned fractional interests, the Reverse Split will not
affect any stockholder's proportionate equity interest in the Company.
A copy of our press release announcing the effectiveness of the
Reverse Split is attached as an exhibit to this Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(c) 3.1 Certificate of Amendment to Certificate of
Incorporation, filed April 1, 2005.
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99.1 Press Release, dated April 5, 2005
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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 thereunto duly authorized.
CAPRIUS, INC.
By:/s/ Jonathan Joels
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Title: Treasurer and CFO
Dated: April 5, 2005
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EXHIBIT INDEX
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EXHIBIT
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NUMBER EXHIBIT
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3.1 Certificate of Amendment to Certificate of Incorporation,
filed April 1, 2005
99.1 Press Release of Caprius, Inc. dated April 5, 2005.
5