schedule13d_a.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13D/A
Under
the
Securities Exchange Act of 1934
Chembio
Diagnostics, Inc.
(Name
of
Issuer)
Common
Stock, $0.01 par value
(Title
of
Class of Securities)
89268C103
(CUSIP
Number)
Lawrence
A. Siebert
3661
Horseblock Road
Medford,
NY 11763
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications)
December
19, 2007
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Section 240.13d-7(b) for other
parties to whom copies are to be sent.
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*The
remainder of this cover page shall be filled out for the Reporting
Person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which
would alter disclosures provided in a prior cover
page.
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The
information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject
to
all other provisions of the Act (however, see the Notes).
CUSIP
No.
89268C103
(1) Names
of Reporting Persons and I.R.S. Identification Nos. of Such Persons (entities
only)
Lawrence
A. Siebert
(2) Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
(3) SEC
Use Only
___________________________________________________________
(4) Source
of Funds (See Instructions):
OO
(5) Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
N/A
(6) Citizenship
or Place of Organization
United
States
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Number
of Shares Beneficially Owned by Each Reporting Person
with:
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(7) Sole
Voting Power: 7,239,605 1
(8) Shared
Voting Power: 0
(9) Sole
Dispositive Power: 7,239,605 1
(10) Shared
Dispositive Power: 0
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(11) Aggregate
Amount Beneficially Owned by Each Reporting Person:
7,239,605
1
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(12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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N/A
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(13)
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Percent
of Class Represented by Amount in Row
(11):
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(14)
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Type
of Reporting Person (See
Instructions):
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IN
1 Includes
4,863,874 shares of common stock; 170,000 shares of common stock issuable
upon
the exercise of options exercisable at $0.75, 10,000 of which must be exercised
by December 31, 2008, 60,000 of which must be exercised by May 4, 2011, and
100,000 of which must be exercised by May 28, 2011; and 2,205,731 shares
of
common stock issuable upon the exercise of Series A Warrants pursuant to
the
terms described in Item 4 below.
2Based
upon 60,537,534 issued and
outstanding shares of common stock reported in the Issuer’s Prospectus
Supplement pursuant to Rule 424(b)(3) filed by the Issuer on December 26,
2007,
plus 2,375,731 shares of common stock issuable upon the exercise of Series
A
Warrants and Options held by Mr. Siebert.
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Item
1.
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Security
and Issuer.
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Title
and
class of equity securities:
Common
Stock, $0.01 par value
Name
and
address of principal executive offices of Issuer:
Chembio
Diagnostics, Inc.
3661
Horseblock Road
Medford,
NY 11763
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Item
2.
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Identity
and Background.
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(a) Name
of person filing:
Lawrence
A. Siebert
(b) Residence
or Business Address:
3661
Horseblock Road
Medford,
NY 11763
(c) Principal
occupation:
Chief
Executive Officer and President of Chembio Diagnostics, Inc., 3661 Horseblock
Road, Medford, NY 11763
(d) Criminal
proceedings:
During
the last five years, Mr. Siebert has not been convicted in any criminal
proceeding.
(e) Civil
Proceedings:
During
the last five years, Mr. Siebert has not been a party to any civil proceedings
of a judicial or administrative body of competent jurisdiction as a result
of
which he would have been subject to any judgment, decree or final order
enjoining future violations of or prohibiting or mandating activities subject
to
Federal or State Securities laws or finding any violation with respect to such
laws.
(f) Citizenship:
United
States
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Item
3.
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Source
and Amount of Funds or Other
Consideration.
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Item 3
of the Schedule 13D is hereby amended to add the following
information:
On
July
1, 2005 as payment of dividends on the Series B Preferred Stock, Mr. Siebert
received .03871 shares of Series B Preferred Stock. On November 15,
2005 as payment of dividends on the Series A Preferred Stock, Mr. Siebert
received 77,488 shares of common stock. On January 3, 2006 as payment
of dividends on the Series B Preferred Stock, Mr. Siebert received .04674 shares
of Series B Preferred Stock. On May 11, 2006 as payment of dividends
on the Series A Preferred Stock and the Series B Preferred Stock, Mr. Siebert
received 20,422 shares of common stock and 2,292 shares of common stock,
respectively. On May 15, 2006, Mr. Siebert received 77,488 shares of
common stock as payment of dividends on the Series A Preferred
Stock. On July 20, 2006, Mr. Siebert received 3,249 shares of common
stock as payment of dividends on the Series B Preferred Stock, and on August
18,
2006, Mr. Siebert received 46 shares of common stock as payment of dividends
on
the Series B Preferred Stock. On November 15, 2006 as payment of
dividends on the Series A Preferred Stock, Mr. Siebert received 55,860 shares
of
common stock. On January
2, 2007
as
payment of dividends on the Series B Preferred Stock, Mr. Siebert
received 3,292 shares of common stock. On May
11, 2007 as
payment of dividends on the Series A Preferred Stock, Mr. Siebert received
77,193 shares of common stock. On July 2, 2007 as payment of
dividends on the Series B Preferred Stock, Mr. Siebert received 4,705 shares
of
common stock. On November 13, 2007 as payment of dividends on the
Series A Preferred Stock, Mr. Siebert received 100,123 shares of common
stock.
On
December 19, 2007, all the
outstanding Series A and Series B Preferred Stock held by Mr. Siebert was
converted into 2,534,593 shares of common stock at the rate of $0.48 per
share. Mr. Siebert was also issued 28,538 shares of common stock as
payment for accrued but unpaid dividends on his shares of Series A and Series
B
Preferred Stock outstanding on December 19, 2007.
On
December 19, 2007, Mr. Siebert purchased 337,500 shares of common stock through
the exercise of warrants at an exercise price of $0.40 per share.
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Item
4.
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Purpose
of the Transaction.
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Mr.
Siebert made the acquisitions in
December 2007 for investment purposes. He does not have any plans or
proposals that relate to or would result in any of the actions enumerated in
Item 4 of Schedule 13D.
The
transactions pursuant to which Mr. Siebert acquired shares of common stock
in
December 2007 were executed pursuant to the amendments to the governing
documents for the Company’s Series A, Series B and Series C Convertible
Preferred Stock (collectively, the “Preferred Stock”) and certain warrants and
options (collectively, the “Non-Employee Warrants”) not including options or
warrants issued to employees or directors in their capacity as such (these
actions collectively, the “Plan”) that were approved by the Company and the
requisite percentages of the holders of the Preferred Stock and the Non-Employee
Warrants on December 19, 2007 (the “Closing Date”). The Plan and the
transactions related thereto were described in a Form 8-K filed by the Company
with the Securities and Exchange Commission on December 20, 2007.
Pursuant
to the terms of the Plan, on the Closing Date all of the outstanding Series
A
and Series B Preferred Stock, other than the Series A Preferred and Series
B
Preferred held by Mr. Siebert, was converted into 21,538,479 shares of the
Company’s $.01 par value common stock at a conversion rate of $0.40 per share of
common stock. All of the Series A and Series B Preferred Stock held
by Mr. Siebert was converted at the rate of $0.48 per share into 2,534,593
shares of common stock. All of the Company’s outstanding Series C
Preferred Stock was converted into 17,187,496 shares of common stock at the
rate
of $0.48 per share. To permit these conversions, the Certificates of
Designation for the Series A, B and C Preferred Stock were amended to limit
the
application of the beneficial ownership limitation provisions. In
addition, in connection with the Plan, the Company issued 28,538 shares of
common stock to Mr. Siebert as payment for accrued but unpaid dividends on
his
shares of Series A and Series B Preferred Stock outstanding on the Closing
Date.
Under
the
Plan, on the Closing Date the holders of all the Non-Employee Warrants were
permitted to exercise their Non-Employee Warrants for cash at a reduced exercise
price of $0.40 per share, or on a cashless basis at an exercise price of $0.45
per share. If a Non-Employee Warrant Holder exercised at least 10% of
its Non-Employee Warrants for cash at $0.40 per share on the Closing Date,
then
it is permitted, but not required, to exercise all or any part of the remaining
balance of its Non-Employee Warrants for cash or on a cashless basis at an
exercise price of $0.45 per share at any time on or before June 30,
2008. If a Non-Employee Warrant holder exercised at least 10% of its
warrants for cash at the Closing Date, but does not exercise the remaining
balance of its warrants for cash or on a cashless basis on or before June 30,
2008, then, on July 1, 2008, the exercise price of its remaining warrants will
revert to their respective original exercise prices, at which time such holder
will be permitted to exercise its Non-Employee Warrants on a cash or a cashless
basis.
On
the
Closing Date, Mr. Siebert exercised 118,935 Series A Warrants, 77,868 Series
B
Warrants and 140,697 other warrants on a cash basis of $0.40 per share, for
a
total of $135,000, resulting in the Company issuing him 337,500 shares of common
stock. As described above, because Mr. Siebert exercised more than
10% of his aggregate Non-Employee Warrants at the Closing Date, he is now
permitted to exercise his remaining 2,205,731 Series A Warrants for cash or
on a
cashless basis at an exercise price of $0.45 per share at any time on or before
June 30, 2008. The exercise price for any of Mr. Siebert’s Series A
Warrants that are not exercised on or before June 30, 2008 will revert back
to
the original $0.90 exercise price on July 1, 2008.
The
Plan’s cashless exercise provision permits Mr. Siebert and other Non-Employee
Warrant holders to use any excess of the market price of the Company’s Common
Stock over the exercise price of a Non-Employee Warrant as part of the exercise
price for another Warrant by submitting both warrants at the time of
exercise. Pursuant to the Plan, Non-Employee Warrant holders were
permitted at the Closing Date to use the greater of (i) $0.53 or (ii) the VWAP
for the ten-trading day period that ended on December 17, 2007 as the value
of
the Common Stock, so that each Non-Employee Warrant used as part of the exercise
price payment on the Closing Date represented the difference between the greater
of these two values and the $0.45 Non-Employee Warrant exercise
price. In addition, Non-Employee Holders that exercised at least 10%
of all of such holder's Non-Employee Warrants for cash on the Closing Date
are
permitted between the Closing Date and June 30, 2008 to use the difference
between the greater of these two values and the $0.45 Non-Employee Warrant
exercise price as part of their exercise price payment. Non-Employee
Warrant Holders that did not exercise (x) at least 10% of all of such holder's
Non-Employee Warrants for cash at the Closing Date, or (y) its Non-Employee
Warrants on a cashless basis at $0.45 per share on the Closing Date will only
be
permitted to exercise its Non-Employee Warrants on a cashless basis beginning
on
April 1, 2008, and at that point the value of a warrant to be used as part
of
the exercise price payment in such cashless exercise will equal the excess
of
the VWAP for the ten-trading day period that ends on the first trading day
immediately preceding the date of such warrant exercise over the exercise price
of a warrant.
In
connection with the Plan, on the Closing Date the Company’s Board of Directors
amended its bylaws to adopt a new bylaw to limit the application of Nevada
Revised Statutes 78.378 to 78.3793, inclusive, to the Company. The
Company’s adoption of the new bylaw exempts the Company from the provisions of
the Nevada Revised Statutes applicable to the acquisition of a controlling
interest by existing or future stockholders.
Item
5. Interests
in Securities of the Issuer.
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(a)
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As
a result of the transactions described herein, Mr. Siebert beneficially
owns 7,239,605 shares of the Issuer’s common stock, comprising
approximately 11.51% of the outstanding shares of common stock of
the
Issuer. This percentage is based upon 60,537,534 issued and
outstanding shares of common stock reported in the Company’s Prospectus
Supplement pursuant to Rule 424(b)(3) filed by the Company on December
26,
2007, plus 2,205,731 shares of common stock issuable upon the exercise
of
Series A Warrants, and 170,000 options held by Mr. Siebert. Mr.
Siebert’s beneficial ownership of 7,239,605 shares includes 4,863,874
shares of common stock; 170,000 shares of common stock issuable upon
the
exercise of options exercisable at $0.75, 10,000 of which must be
exercised by December 31, 2008, 60,000 of which must be exercised
by May
4, 2011, and 100,000 of which must be exercised by May 28, 2011;
and
2,205,731 shares of common stock issuable upon the exercise of Series
A
Warrants pursuant to the terms described in Item 4
above.
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(b)
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Mr.
Siebert has sole voting and dispositive powers with respect to all
shares
of the Issuer’s common stock held in his own
name.
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(c)
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Except
for the transactions described in this Amendment No. 1, there have
been no
transactions in the class of securities during the past sixty
days.
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(d)
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Rights
with respect to dividends or sales
proceeds:
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N/A
(e) Date
of cessation of five percent beneficial ownership:
N/A
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
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N/A
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Item
7.
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Material
to be Filed as Exhibits.
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Item 7
of the Schedule 13D is hereby amended to add the following
information:
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4.1
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Second
Amended and Restated Certificate of Designation of the Relative Rights
and
Preferences of the Series A Convertible Preferred Stock of the Issuer,
filed with the Nevada Secretary of State on December 19,
2007.
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4.2
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Second
Amended and Restated Certificate of Designation of the Relative Rights
and
Preferences of the Series B 9% Convertible Preferred Stock of the
Issuer,
filed with the Nevada Secretary of State on December 19,
2007.
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4.3
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Second
Amended and Restated Certificate of Designation of the Relative Rights
and
Preferences of the Series C 7% Convertible Preferred Stock of the
Issuer,
filed with the Nevada Secretary of State on December 19,
2007.
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4.4
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Amended
and Restated Form of Common Stock Warrant issued pursuant to the
Series A
Convertible Preferred Stock and Warrant Purchase Agreement dated
May 4,
2004.
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4.5
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Amended
and Restated Form of Series B Common Stock Purchase Warrant issued
pursuant to the Securities Purchase Agreement, dated January 26,
2005.
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4.6
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Amended
and Restated Form of Series C Common Stock Purchase Warrant issued
pursuant to the Securities Purchase Agreement, dated September 29,
2006.
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99.1
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Chembio
Diagnostics, Inc. Current Report on Form 8-K filed with the
Commission on December 20, 2007.
(1)
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(1) Incorporated
by reference to the Company’s Current Report on Form 8-K filed with the
Commission on December 20, 2007.
SIGNATURE
After
reasonable inquiry and to the
best of the Reporting Person’s knowledge and belief, the Reporting Person
certifies that the information set forth in this statement is true, complete
and
correct.
Date: February
13,
2008
/s/ Lawrence S. Siebert
Lawrence
S. Siebert,
Individually
7