SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 23, 2002
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STEMCELLS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19871 94-3078125
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
2155 PORTER DRIVE
PALO ALTO, CALIFORNIA 94304
(Address, of principal executive offices, including zip code)
(650) 475-3100
(Registrant's Telephone number including area code)
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Item 5. OTHER EVENTS
On August 23, 2002, StemCells, Inc. (the "Company") entered into an
agreement pursuant to which the Company has agreed to sell 1,028,038 shares of
common stock to one institutional investor at an aggregate price of $1,100,000,
or approximately $1.07 per share.
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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 hereunto duly authorized.
STEMCELLS, INC.
By: /s/ George Koshy
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George Koshy
Controller and Acting Chief
Financial Officer
Date: August 27, 2002
EXHIBIT INDEX
10.1 Purchase Agreement dated as of August 23, 2002 between StemCells, Inc.
and Triton West Group, Inc.
10.2 Escrow Agreement dated as of August 23, 2002 between StemCells, Inc.,
Triton West Group, Inc. and Feldman Weinstein LLP.
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