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): June 13, 2006
|
Chembio
Diagnostics, Inc.
|
(Exact
name of registrant as specified in its charter)
|
Nevada
|
333-85787
|
88-0425691
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal
Year
On
June
13, 2006, Chembio Diagnostics, Inc. (the “Company”) filed Amended and Restated
Certificates of Designations related to its Series A Convertible
Preferred Stock
(the “Series A Preferred Stock”) and its Series B 9% Convertible Preferred Stock
(the “Series B Preferred Stock”). The purpose of the changes was to improve the
Company’s prospects to obtain additional financing to pursue its business
plans.
The Company received the requisite consents of the holders of the
Series A
Preferred Stock and Series B Preferred Stock to make the requested
changes. The
following summary of the principal changes is qualified by reference
to the full
text of the Amended and Restated Certificates of Designation which
are attached
as Exhibits 4.2A and 4.9A to this Report.
The
dividend payment provision of the Series A Preferred Stock and
the Series B
Preferred Stock have been modified so that in-kind dividend payments
will be
calculated based upon the market value of the Company’s common stock at the time
of the dividend payment rather than the conversion price. Vicis
Capital Master
Fund, the holder of approximately 30% of the outstanding Series
A Preferred
Stock, will receive dividends on the Series A Preferred Stock in
cash unless the
Company elects to pay the dividend in stock and Vicis Capital Master
Fund elects
to accept the dividend in stock.
The
percentage of outstanding shares of Series B Preferred Stock necessary
to amend
the Series B Preferred Stock was changed from 100% to 75% for changes
pertaining
to the anti-dilution provisions, the dividend rate and the fixed
conversion
price, and from 100% to 51% for all other matters.
The
Company agreed with the preferred stockholders to make additional
dividend
payments to reflect an adjustment for any previous dividend payment
which was
made when the market value of the Company’s common stock was less than the
conversion price. As a result, the Company has agreed to issue
an aggregate of
83,757 shares of Common Stock to the holders of the Series A Preferred
Stock and
an aggregate of 89,379 shares of Common Stock to the holders of
the Series B
Preferred Stock.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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: June 14, 2006 CHEMBIO
DIAGNOSTICS, INC.
By: /s/
Lawrence A. Siebert
Lawrence
A. Siebert
Chief
Executive Officer