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): April 17, 2006
|
Chembio
Diagnostics, Inc.
|
(Exact
name of registrant as specified in its charter)
|
Nevada
|
333-85787
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88-0425691
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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3661
Horseblock Road, Medford, NY 11763
(Address
of principal executive offices)
(Zip
Code)
Registrant's
telephone number, including area code (631)
924-1135
|
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 (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
April
17, 2006, the Compensation Committee of Chembio Diagnostics, Inc. (the
“Company”) approved the cancellation of each employee stock option award issued
under the 1999 Equity Incentive Plan where the exercise price was greater
than
$0.75 per share of the Company’s common stock, and the issuance of a new stock
option award under the 1999 Equity Incentive Plan, for the same number
of shares
of the Company’s common stock, with an exercise price of $0.75 per share of the
Company’s common stock for each cancelled stock option award. The market price
of the common stock of the Company on April 17, 2006 was $0.72 per share.
In
total, stock option awards to acquire 795,000 shares of Company common
stock
were cancelled, and stock option awards to acquire 795,000 shares of Company
common stock were issued. Other than the change in the exercise price,
all of
the terms and conditions in each newly issued stock option award are identical
to the cancelled stock option award it replaces, with the following exceptions:
(i) Lawrence A. Siebert’s stock option award for 50,000 shares of the Company’s
common stock, exercisable on May 28, 2006 and terminating on May 28, 2011
was
replaced with a stock option award for 50,000 shares of the Company’s common
stock, exercisable on January 1, 2007 and terminating on May 28, 2011;
(ii) Avi
Pelossof’s stock option awards for 72,500 shares of the Company’s common stock,
exercisable on May 28, 2005 and on May 28, 2006 and both terminating on
May 28,
2011 was replaced with a stock option award for 72,500 shares of the Company’s
common stock, exercisable on January 1, 2007 and terminating on May 28,
2011.
The
following table lists the named executive officers of the Company, the
number of
shares of Company common stock each executive officer may acquire under
the new
stock option awards, and the exercise price of each stock option award
cancelled.
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Name
of Executive Officer
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Number
of Shares of Common Stock
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Exercise
Price of Stock Option Cancelled
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|||||
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Lawrence
Siebert
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10,000
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1.000
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|||||
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Lawrence
Siebert
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50,000
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1.200
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|||||
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Lawrence
Siebert
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50,000
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1.500
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|||||
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Lawrence
Siebert
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50,000
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3.000
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|||||
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Avi
Pelossof
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50,000
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0.900
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|||||
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Avi
Pelossof
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10,000
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1.000
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|||||
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Avi
Pelossof
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50,000
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1.350
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|||||
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Avi
Pelossof
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40,000
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3.000
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|||||
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Avi
Pelossof
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10,000
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4.000
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|||||
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Javan
Esfandiari
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25,000
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0.800
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|||||
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Javan
Esfandiari
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25,000
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0.800
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|||||
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Javan
Esfandiari
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25,000
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0.900
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|||||
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Javan
Esfandiari
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5,000
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1.000
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|||||
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Javan
Esfandiari
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25,000
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1.200
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|||||
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Javan
Esfandiari
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25,000
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1.500
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|||||
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Javan
Esfandiari
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30,000
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3.000
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|||||
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Javan
Esfandiari
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5,000
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4.000
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|||||
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Richard
Bruce
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5,000
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1.000
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|||||
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Richard
Bruce
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20,000
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2.350
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|||||
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Richard
Bruce
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10,000
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3.000
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|||||
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Richard
Bruce
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5,000
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4.000
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|||||
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Richard
Bruce
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12,500
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0.800
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|||||
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Richard
Bruce
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12,500
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0.800
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|||||
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Richard
Larkin
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25,000
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0.800
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|||||
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Richard
Larkin
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25,000
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0.800
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|||||
ITEM
1.02 Termination of a Material Definitive Agreement
To
the
extent applicable, the contents of Item 1.01 above are incorporated into
this
Item 1.02 by reference.
ITEM
3.02 Unregistered Sales of Equity Securities
To
the
extent applicable, the contents of Item 1.01 above are incorporated into
this
Item 3.02 by reference.
The
Company relied on Section 4(2) of the Securities Act of 1933 and Rule 506
promulgated thereunder as the basis for its exemption from registration
of this
issuance. Executive officers of the Company are considered to be “accredited
investors” when purchasing securities issued by the Company.
ITEM
7.01. Regulation FD Disclosure
On
April
19, 2006 the Company issued the press release titled “Chembio Receives FDA
Approvable Letter for its Rapid HIV Tests”
included
herein as Exhibit 99.1.
ITEM
9.01 Financial Statements and Exhibits
(c) Exhibits.
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99.1
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Press
release titled “Chembio Receives FDA Approvable
Letter for its Rapid HIV Tests”
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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:
April 21, 2006 CHEMBIO
DIAGNOSTICS, INC.
By:
/s/
Lawrence A. Siebert
Lawrence
A. Siebert
Chief
Executive Officer