8-K 1 d8k.htm FORM 8-K Form 8-K

 

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 16, 2004

 


 

STAR SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-15234   52-1402131

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

801 LIBERTY WAY

CHESTER, VIRGINIA 23836

(Address of principal executive offices, including zip code)

 

(804) 530-0535

(Registrant’s telephone number, including area code)

 



Item 5.    Other Events.

 

On April 16, 2004, Star Scientific, Inc. (the “Company”) sold to certain investors a total of 1,142,857 shares of $0.0001 par value Common Stock of the Company (“Common Stock”) at a price per share of $3.50 for an aggregate purchase price of $4,000,000 with an option to purchase an additional 1,072,386 shares of Common Stock at an exercise price of $3.73 per share and an aggregate exercise price of $4,000,000, which is exercisable for a period of thirty days after the occurrence of certain events. In connection with the offering, the Company has entered into Registration Rights Agreements with the investors, whereby the Company has agreed to file and maintain an effective registration statement covering resales of the shares by the investors. The Securities Purchase Agreements, which describes the terms and conditions of the stock sale and issuance, and the Registration Rights Agreements have been attached hereto as Exhibits and they are incorporated herein by reference.

 

In connection with this transaction, the Company paid Reedland Capital Partners, an Institutional Division of Financial West Group (“Reedland”) a placement fee of $280,000.

 

Star Scientific’s press release, dated April 16, 2004, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

2


Item 7.    Financial Statements and Exhibits

 

  (a) Financial Statements:

 

None.

 

  (b) Exhibits:

 

  10.1 Securities Purchase Agreement, dated as of April 15, 2004, by and among the Company, Elliott Associates, L.P. and Elliott International, L.P.

 

  10.2 Registration Rights Agreement, dated as of April 15, 2004, by and among the Company, Elliott Associates, L.P. and Elliott International, L.P.

 

  10.3 Securities Purchase Agreement, dated as of April 15, 2004, by and between the Company and Portside Growth and Opportunity Fund, L.P.

 

  10.4 Registration Rights Agreement, dated as of April 15, 2004, by and between the Company and Portside Growth and Opportunity Fund, L.P.

 

  10.5 Second Restated Non-Circumvention and Finder’s Fee Agreement, dated as of April 15, 2004, by and between the Company and Reedland Capital Partners, an Institutional Division of Financial West Group

 

  99.1 Press Release of Star Scientific, Inc., dated April 16, 2004

 

3


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.

 

       

STAR SCIENTIFIC, INC.

Date: April 16, 2004       By:   /s/  Paul L. Perito        
           
               

Paul L. Perito

Chairman of the Board, President

and Chief Operating Officer

 

4