SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 27, 2004
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CAPRIUS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-11914 02-2457487
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) 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 5. OTHER EVENTS
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On April 27, 2004, Caprius, Inc., a Delaware corporation (the
"Company"), issued and sold a series of 8% Senior Secured Convertible Promissory
Notes (the "Notes") in the aggregate principal amount of $1,075,000 (the
"Offering"). The Notes are repayable, together with interest, on April 27, 2005
(the "Maturity Date"), subject to prepayment by the Company or conversion by the
investors. The Notes and accrued interest thereon are convertible into shares of
the Company's Common Stock at any time in whole or from time to time in part at
a conversion price of Twenty Cents ($.20) per share, subject to reduction to
Fifteen Cents ($.15) per share as of October 1, 2004 upon the occurrence of
certain conditions described in the Notes, and subject to the anti-dilution
provisions contained in the Notes.
To induce investors to purchase the Notes, pursuant to a Security and
Pledge Agreement, the Company secured its obligations under the Notes by
granting to the investors a security interest in all of the Company's assets and
pledging all of its capital stock of M.C.M. Environmental Technologies, Inc., a
Delaware corporation and majority-owned subsidiary ("MCM"), excluding any
royalty payments to be received pursuant to a Royalty Agreement, dated as of
October 9, 2002, between Seradyn Inc. and Opus Diagnostic Inc., a subsidiary of
the Company.
The proceeds from the sale of the Notes will be utilized for
the expansion of MCM's infectious medical waste disposal business and for
general working capital purposes of the Company.
The Offering shall continue until the earlier of May 12, 2004, subject
to the right of extension up to June 11, 2004, or the issuance and sale of the
balance of the Notes up to an aggregate principal amount of $1,500,000.
The Company retained Sands Brothers International Ltd. ("SBIL") to
serve as a selected dealer to offer and sell the Notes pursuant to a Selected
Dealer Agreement (the "Dealer Agreement"). The Company is to pay SBIL a
placement fee equal to 4% of the principal amount of the Notes sold and an
advisory fee of 2% of the principal amount of the Notes sold, and is to grant
warrants (the "Dealer Warrants") to SBIL to purchase up to 1,425,000 shares of
the Company's Common Stock, at an exercise price of $.28 per share, pursuant to
a Common Stock Purchase Warrant Agreement. In addition, the Company paid SBIL
accountable legal fees incurred in connection with the Offering in the amount of
$20,000, and is to pay SBIL a non-accountable expense allowance equal to 1% of
the principal amount of the Notes sold. The Company entered into a Registration
Rights Agreement with the purchasers of the Notes and SBIL for the registration
of shares of Common Stock underlying the Notes and the Dealer Warrants.
For more information regarding this transaction, reference is made to
the Exhibits filed with this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
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10.1 Securities Purchase Agreement, dated April 26, 2004, between the
Company and the investors.
10.2 Form of 8% Senior Secured Convertible Promissory Notes.
10.3 Security and Pledge Agreement, dated April 26, 2004, by the
Company in favor of CAP Agent Associates, LLC.
10.4 Registration Rights Agreement, dated April 26, 2004, by and among
the Company, the purchasers of the Notes, and SBIL.
10.5 Dealer Agreement, dated April 12, 2004, between the Company and
SBIL.
10.6 Common Stock Purchase Warrant Agreement, dated April 26, 2004,
between the Company and SBIL.
99.1 Press Release, dated April 30, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAPRIUS, INC.
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(Registrant)
Dated: April 30, 2004 By: /s/ George Aaron
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George Aaron,
Chief Executive Officer
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