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): May 28, 2004.
PROTON LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 000-31883 91-2022700
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1150 MARINA VILLAGE PARKWAY, SUITE 103, ALAMEDA, CA 94501
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 865-6412
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(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] 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)).
FORWARD-LOOKING STATEMENTS
Except for the historical information presented in this document, the
matters discussed in this Form 8-K, and specifically in the items entitled
"Changes in Control of Registrant," "Acquisition or Disposition of Assets" and
"Financial Statements and Exhibits," or otherwise incorporated by reference into
this document contain "forward-looking statements" (as such term is defined in
the Private Securities Litigation Reform Act of 1995). These statements can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should" or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. The safe harbor provisions of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, apply to forward-looking statements
made by the Registrant. The reader is cautioned not to place undue reliance on
these forward-looking statements. These forward-looking statements involve risks
and uncertainties, including those identified within this Form 8-K and other
filings with the SEC by the Registrant. The actual results that the Registrant
achieves may differ materially from any forward-looking statements due to such
risks and uncertainties. These forward-looking statements are based on current
expectations, and the Registrant assumes no obligation to update this
information. Readers are urged to carefully review and consider the various
disclosures made by the Registrant in this Form 8-K and in the Registrant's
other reports filed with the Securities and Exchange Commission that attempt to
advise interested parties of the risks and factors that may affect the
Registrant's business.
ITEM 3.03. Material Modification to Rights of Security Holders
On May 19, 2004, our Board of Directors approved an amendment to our
articles of incorporation with the Secretary of State of Washington that created
our new Series A Preferred Stock. Shareholders action was not required. On May
28, 2004, the Secretary of State of Washington filed the amendment. We received
a file-stamped copy of the amendment later in June 2004. No shares of our
Series A Preferred Stock have been issued yet. We may sell shares of our Series
A Preferred Stock in the future.
There are 400,000 shares of Series A Convertible Preferred Stock, par value
$0.0001, with a stated value of $10.00 per share ("Preferred Stock"). The
shares of Preferred Stock do not have the right to vote. The holders of
Preferred Stock shall be entitled to receive out of funds legally available
therefor, dividends at the rate of eight percent (8%) per year in cash, payable
in arrears. Any dividend payment that is missed shall be cumulative. Dividends
accrued and unpaid shall be based on a 365 day year. Each holder of shares of
Preferred Stock may from time to time, convert any or all such shares, plus all
dividends accrued and unpaid on such Preferred Stock up to the conversion date,
on the terms and conditions set forth in this Section 2, into fully paid and
non-assessable shares of our Common Stock except that with respect to any shares
of Preferred Stock called for redemption, the conversion right shall terminate
at the close of business on the business day prior to the Redemption Date,
unless default is made in the payment of the Redemption Price. The number of
shares of Common Stock into which each
share of Preferred Stock may be converted shall be determined by multiplying the
number of shares of Preferred Stock to be converted by five (a "Conversion
Ratio"). The number of shares of Common Stock into which all dividends accrued
and unpaid on such Preferred Stock may be converted shall be determined by
dividing the dollar amount of the sum of all dividends accrued and unpaid on
such Preferred Stock by two (a "Conversion Ratio"). For example, one share of
the Preferred Stock may be converted into five shares of common stock. For
example, $10,000 in dividends accrued and unpaid may be converted into 5,000
shares of common stock.
To exercise the Preferred Stock conversion privilege, the holder of any
shares of Preferred Stock shall surrender to us during regular business hours at
our principal executive offices or at such other place as may be designated by
us from time to time, the certificate or certificates for the Preferred Stock to
be converted, duly endorsed for transfer to us accompanied by written notice
stating that the holder irrevocably elects to convert such shares. Conversion
shall be deemed to have been effected on the date when such delivery is made,
and such date is referred to herein as the "Conversion Date." Within five (5)
business days after the date on which such delivery is made, we shall issue and
send (with receipt to be acknowledged) to the holder thereof, at the address
designated by such holder, a certificate or certificates for the number of full
shares of Common Stock to which the holder is entitled as a result of such
conversion, and cash with respect to any fractional interest of a share based on
a deemed per share value of common stock of $2.00 per share of Common Stock as
provided in paragraph (c) of this Section 2. The holder shall be deemed to have
become a stockholder of record of the number of shares of Common Stock into
which the shares of Preferred Stock have been converted on the applicable
Conversion Date unless our transfer books are closed on that date, in which
event he shall be deemed to have become a stockholder of record of such shares
on the next succeeding date on which the transfer books are open, but the
Conversion Ratio shall be that in effect on the Conversion Date. Upon
conversion of only a portion of the number of shares of Preferred Stock
represented by a certificate or certificates surrendered for conversion, we
shall within three (3) business days after the date on which such delivery is
made, issue and send (with receipt to be acknowledged) to the holder thereof, at
the address designated by such holder, a new certificate covering the number of
shares of Preferred Stock representing the unconverted portion of the
certificate or certificates so surrendered.
To exercise the conversion privilege for dividends accrued and unpaid, the
holder of any shares of Preferred Stock shall deliver a notice to us during
regular business hours at our principal executive offices or at such other place
as may be designated by us from time to time, stating the dollar amount of
dividends accrued and unpaid for the Preferred Stock accompanied by written
notice stating that the holder irrevocably elects to convert such dividends
accrued and unpaid. Conversion shall be deemed to have been effected on the
date when such delivery is made, and such date is referred to herein as the
"Conversion Date." Within five (5) business days after the date on which such
delivery is made, we shall issue and send (with receipt to be acknowledged) to
the holder thereof, at the address designated by such holder, a certificate or
certificates for the number of full shares of Common Stock to which the holder
is entitled as a result of such conversion, and cash with respect to any
fractional interest of a share based on a deemed per share value of common stock
of $2.00 per share of Common Stock as provided in paragraph (c)(i) and (ii) of
this Section 2. The holder shall be deemed to have become a stockholder of
record of the number of shares of Common Stock into which the dividends
accrued and unpaid have been converted on the applicable Conversion Date unless
our transfer books are closed on that date, in which event he shall be deemed to
have become a stockholder of record of such shares on the next succeeding date
on which the transfer books are open, but the Conversion Ratio shall be that in
effect on the Conversion Date. No fractional shares of Common Stock or scrip
shall be issued upon conversion of shares of Preferred Stock or the dividends
accrued and unpaid. If more than one share of Preferred Stock shall be
surrendered for conversion at any one time by the same holder, the number of
full shares of Common Stock issuable upon conversion thereof shall be computed
on the basis of the aggregate number of shares of Preferred Stock so
surrendered. Instead of any fractional shares of Common Stock which would
otherwise be issuable upon conversion of any shares of Preferred Stock or upon
the conversion of dividends accrued and unpaid, we shall make a cash payment to
the holder based on the deemed per share value of common stock of $2.00 per
share of Common Stock.
We shall at all times reserve for issuance and maintain available, out of
its authorized but unissued Common Stock, solely for the purpose of effecting
the conversion of the Preferred Stock, the full number of shares of Common Stock
deliverable upon the conversion of all Preferred Stock from time to time
outstanding. We shall from time to time (subject to obtaining necessary
director and stockholder action), in accordance with the laws of the State of
Washington, increase the authorized number of shares of its Common Stock if at
any time the authorized number of shares of its Common Stock remaining unissued
shall not be sufficient to permit the conversion of all of the shares of
Preferred Stock at the time outstanding and any dividends accrued and unpaid.
If any shares of Common Stock to be reserved for the purpose of conversion
of shares of Preferred Stock require by law registration or listing with, or
approval of, any governmental authority, stock exchange or other regulatory body
under any federal or state law or regulation or otherwise, including
registration under the Securities Act of 1933, as amended, and appropriate state
securities laws, before such shares may be validly issued or delivered upon
conversion, we will in good faith and as expeditiously as possible meet such
registration, listing or approval, as the case may be.
All shares of Common Stock which may be issued upon conversion of the
shares of Preferred Stock or dividends accrued and unpaid will, upon issuance by
us, be validly issued, fully paid and non-assessable and free from all taxes,
liens and charges with respect to the issuance thereof.
The Conversion Ratios in effect for Preferred Stock and the dividends
accrued and unpaid shall be subject to adjustment from time to time for Stock
Splits, Dividends and Combinations; Non-Cash Dividends, Stock Purchase Rights,
Capital Reorganization and Dissolutions.
In the event of any of our voluntary or involuntary liquidation,
dissolution or winding up, the holders of shares of Preferred Stock then
outstanding shall be entitled to receive out of our assets available for
distribution to stockholders, before any distribution of assets is made to
holders of Common Stock, an amount equal to $10.00 per share, plus accumulated
and unpaid dividends thereon to the date fixed for distribution.
We may create, authorize or issue shares of any class or series of stock,
or any security convertible into such class or series ranking senior to, junior
to, or on parity with the Preferred Stock as to payment of dividends or as
distributions in the event of our liquidation, dissolution or winding up.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On May 19, 2004, our Board of Directors approved an amendment to our
articles of incorporation with the Secretary of State of Washington that created
our new Series A Preferred Stock. Shareholders action was not required. On May
28, 2004, the Secretary of State of Washington filed the amendment. We received
a file-stamped copy of the amendment later in June 2004. No shares of our
Series A Preferred Stock have been issued yet. We may sell shares of our Series
A Preferred Stock in the future. See Item 3.03 above.
ITEM 7.01. Financial Statements And Exhibits
(a) Financial Statements.
None.
(b) Exhibits.
Exhibit
Number Description
------- -----------
3.1(i) Articles of Amendment to our Articles of Incorporation creating our
Series A Preferred Stock.
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.
PROTON LABORATORIES, INC.
July 3, 2004 /s/ Edward Alexander
Name: Edward Alexander
Title: President
EXHIBIT INDEX
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Exhibit
Number Description
------- -----------
3.1(i) Articles of Amendment to our Articles of Incorporation creating our
Series A Preferred Stock.