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 21, 2008 (March 17,
2008)
CHEMBIO
DIAGNOSTICS, INC.
(Exact
name of registrant as specified in its charter)
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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
March
20, 2008, Chembio Diagnostics, Inc. (the “Company”) issued James D. Merselis
options to purchase 9,000 shares of the Company’s common stock, exercisable at
$0.15 per share, which was the closing price of the Company’s common stock on
March 20, 2008. No cash was exchanged in this issuance, and these
shares were issued to Mr. Merselis in consideration for his service as a member
of the Company’s Board of Directors. This issuance was granted based
on exemptions from registration under the Securities Act of 1933, as amended
(the “Securities Act”), and applicable state laws pursuant to Section 4(2) of
the Securities Act and Rule 506 of Regulation D. This issuance
qualified for this exemption from registration because (i) the Company did
not
engage in any general solicitation or advertising to market the
securities; (ii) all the Company's reports filed under the Securities
Exchange Act of 1934 were made available to Mr. Merselis; (iii) Mr. Merselis
was
provided the opportunity to ask questions and receive answers from the Company
regarding the issuance; (iv) Mr. Merselis has knowledge and experience in
financial and business matters so that he was capable of evaluating the merits
and risks of an investment in the Company; and (v) Mr. Merselis received
“restricted securities” that include a restrictive legend on the
certificate.
ITEM
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Effective
March 17, 2008, the Company’s Board of Directors (the “Board”) elected James D.
Merselis to become a member of the Board. From 2002 to
2007, Mr. Merselis served as the President, Chief Executive Officer, and
Director of Hemosense, Inc. (AMEX: HEM), a company that develops, manufactures,
and sells handheld blood coagulation monitoring systems. During his
tenure at Hemosense, Inc., Mr. Merselis led the company through multiple rounds
of private financing, an initial public offering, and a sale to Inverness
Medical Innovations. From 1998 to 2002, Mr. Merselis served as
President, Chief Executive Officer, and Director of Micronics, Inc., a Redmond,
WA, based company that develops in vitro diagnostic products for disease
diagnosis, prognosis, and treatment monitoring. Under the leadership
of Mr. Merselis, Micronics, Inc., raised substantial venture capital,
established and developed strategic partnerships, and significantly broadened
its intellectual property portfolio. From 1976 to 1998, Mr. Merselis
held multiple positions at Boehringer Manneheim, including serving as Managing
Director of the British affiliate of Boehringer Manneheim from 1994 to 1995,
Executive Vice President and Director of Boehringer Mannheim Diagnostics USA
from 1995 to 1997, and Senior Vice President and Director Boehringer Mannheim
Diagnostics USA from 1997 to 1998. He holds an Advanced Management
Program Certificate from the Harvard Business School and a Bachelor of Science
in Pre-Medicine from Nebraska Wesleyan University.
On
March
20, 2008, Mr. Merselis was granted options to purchase 9,000 shares of the
Company’s common stock, as described in Item 3.02 herein.
ITEM
7.01. REGULATION FD DISCLOSURES.
On
March
20, 2008, the Company issued a press release titled “Chembio Appoints James D.
Merselis to Board of Directors.” A copy of the press release is furnished
herewith as Exhibit 99.1.
On
March
17, 2008, the Company issued a press release titled “Webcast Alert:
Lippert/Heilshorn Life Sciences Virtual Conference (Chembio Diagnostics,
Inc.).” A copy of the press release is furnished herewith as
Exhibit 99.2.
In
accordance with General Instruction B.2 of Form 8-K, the information in Item
7.01 and Exhibits 99.1 and 99.2 in 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.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1
- Press Release titled “Chembio Appoints James D. Merselis
to Board of Directors” dated March 20, 2008.
Exhibit
99.2 - Press Release titled “Webcast Alert:
Lippert/Heilshorn Life Sciences Virtual Conference (Chembio Diagnostics,
Inc.)” dated March 17, 2008.
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: March
21,
2008 Chembio
Diagnostics, Inc.
By: /s/ Lawrence A.
Siebert
Lawrence
A. Siebert
Chief
Executive Officer