Form 8-K
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): May 14, 2007 (May 10,
2007)
CHEMBIO
DIAGNOSTICS, INC.
(Exact
name of registrant as specified in its charter)
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
On
May
11, 2007, as payment of dividends on the series A preferred stock, the Company
issued 198,749 shares of common stock to holders of the series A preferred
stock. No cash was exchanged in this issuance. The Company relied on Section
4(2) of the Securities Act of 1933 as the basis for its exemption from
registration of this issuance. The investors in the issuance were accredited
investors of the Company.
ITEM
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective
May 10, 2007, the Company’s Board of Directors elected Kathy Davis to become a
member of the Board of Directors. Ms. Davis is presently the owner of Davis
Design Group LLC, a company that provides analytical and visual tools for public
policy design. Previously she served as the Chief Executive Officer of
Global Access Point, a start up company with products for data transport, data
processing, and data storage network and hub facilities. From October 2003
to January 2005 Ms. Davis was Lieutenant Governor of the State of Indiana,
and
from January 2000 to October 2003 was Controller of the City of
Indianapolis. From 1989 to 2003 Ms. Davis held leadership positions with
agencies and programs in the State of Indiana including State Budget Director,
Secretary of Family & Social Services Administration, and Deputy
Commissioner of Transportation. From 1982 to 1989 Ms. Davis held increasingly
senior positions with Cummins Engine, where she managed purchasing, product
cost, manufacturing, engineering, and assembly of certain engine product
lines. Ms. Davis also led the startup of and initial investments by a $50
million Indiana state technology fund, serves on the not-for-profit boards
of
Noble of Indiana, Indiana Museum of African American History, University of
Evansville Institute of Global Enterprise, and Purdue College of Science Dean’s
Leadership Council. She has a Masters of Business Administration from Harvard
Business School and a Bachelor of Science in Mechanical Engineering from the
Massachusetts Institute of Technology.
ITEM
7.01. Regulation FD Disclosures
On
May
14, 2007, the Company issued a press release titled “Chembio Reports First
Quarter 2007 Results” included herein as Exhibit 99.1.
ITEM
9.01. Financial Statements and Exhibits
Exhibits.
99.1 |
Press
Release titled “Chembio Reports First Quarter 2007 Results” issued May 14,
2007.
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In
accordance with General Instruction B.2 of Form 8-K, the information disclosed
in Item 7.01 and Exhibit 99.1 attached to, this current report on Form 8-K
shall
not be deemed “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934, nor shall it be deemed incorporated by reference in any filing.
This current report on Form 8-K does not constitute a determination of whether
any information included herein is material.
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:
May 14,
2007 Chembio
Diagnostics, Inc.
By: /s/
Lawrence A. Siebert
Lawrence
A. Siebert
Chief
Executive Officer