UNITED
STATES
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): March 24, 2005 (March 18,
2005)
|
Chembio
Diagnostics, Inc. |
(Exact
name of registrant as specified in its charter)
|
Nevada |
0-30379 |
88-0425691 |
|
(State
or other jurisdiction
of
incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
3661
Horseblock Road, Medford, NY
11763
(Address
of principal executive offices) (Zip
Code)
Registrant's
telephone number, including area code (631)
924-1135
(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 (see General Instruction A.2. below):
[
] 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
1.01. Entry
into a Material Definitive Agreement.
On March
18, 2005, Chembio Diagnostics, Inc. (the “Company”) granted to each of the
Company’s two new non-employee directors, Dr. Gary Meller and Gerald A. Eppner,
an option to purchase 36,000 shares of the Company’s common stock at an exercise
price of $0.80, as a part of their compensation for their service on the
Company’s Board of Directors. One-third of the options granted vest immediately,
one-third of the options vest one year after the date of grant, and one-third of
the options vest two years after the date of grant. Each of these options expire
on March 18, 2010.
On March
18, 2005, the Company’s Board of Directors agreed to amend the exercise price of
warrants to purchase 425,000 shares of the Company’s common stock owned by Mark
L. Baum from $0.90 per share to $0.75 per share. Mr. Baum has been a member of
the Company’s Board of Directors since December 11, 2003, during which time he
has not received compensation for his time or efforts as a member of the
Company’s Board of Directors.
Item
2.02. Results
of Operations and Financial Condition.
On March
23, 2005, the Company issued a press release containing financial results for
the year and quarter ended December 31, 2004. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In
accordance with General Instructions B.2 of Form 8-K, the information in this
Item 2.02 of this report 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.
Item
9.01. Financial
Statements and Exhibits.
|
(c) Exhibits |
|
| |
|
|
Exhibit
Number |
Description
of Exhibit |
|
99.1 |
Press
Release, dated March 23, 2005 |
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 hereunto
duly authorized.
| |
|
|
| |
Chembio Diagnostics,
Inc. |
|
|
|
| Date: March 24,
2005 |
By: |
/s/ Lawrence A.
Siebert |
| |
Lawrence A. Siebert |
| |
Chief Executive
Officer |