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: APRIL 30, 2003
(DATE OF EARLIEST EVENT REPORTED)
SCOLR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-24693 91-1689591
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
8340 154th Avenue NE
Redmond, Washington 98052
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(Address of principal executive offices and zip code)
(425) 883-9518
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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SCOLR, INC.
FORM 8-K
ITEM 5. OTHER EVENTS
On April 30, 2003, SCOLR, Inc. (the "Company") issued subordinated notes in the
aggregate principal amount of $400,000 as part of a $550,000 subordinated note
financing. The remaining $150,000 of the offering is anticipated to be released
to the Company on May 6, 2003. The notes are being sold in a private placement
to accredited investors, relying on the registration exemption provided by Rule
506 under the Securities Act of 1933.
The subordinated notes mature on the earliest of (i) July 9, 2003, (ii) the
disposition of the Company, or, for consideration of at least $1,250,000, the
disposition of any portion of the Company's business, and (iii) the completion
of any debt or equity financing resulting in gross proceeds to the Company of at
least $1,000,000. The notes are unsecured and do not accrue interest until
maturity. After maturity, the notes accrue interest at the rate of 2% per month.
Purchasers of the notes also receive three-year warrants to purchase up to an
aggregate of 235,722 shares of the Company's common stock exercisable at $1.11
per share -- equal to 110% of the closing price of the Company's common stock on
the OTC Bulletin Board on April 30, 2003. The warrants include registration
rights requiring the Company to register the underlying shares of common stock
with the Securities and Exchange Commission on or before December 31, 2003.
The proceeds of the financing will be used for general corporate purposes. For
placement services associated with the financing, the Company paid Taglich
Brothers, Inc. a cash fee of $23,750 and warrants to purchase up to 20,357
shares of the Company's common stock at $1.11 per share. A copy of the Note
Purchase Agreement dated April 30, 2003, together with the related form of
Subordinated Note and form of Warrant, is attached as Exhibit 10.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
The following exhibits are furnished herewith and this list
constitutes the exhibit index:
Exhibit No. Description
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10 Note Purchase Agreement for the purchase
of $400,000 in subordinated notes, dated
April 30, 2003, together with related
form of Subordinated Note and form of
Warrant
99 SCOLR, Inc. Press Release, dated May 1,
2003, announcing expected first quarter
2003 earnings.
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ITEM 9. REGULATION FD DISCLOSURE
On May 1, 2003, SCOLR, Inc. issued a press release announcing expected first
quarter 2003 earnings. A copy of the press release is attached as Exhibit 99.
This information set forth under "Item 9. Regulation FD Disclosure" is intended
to be furnished under "Item 12. Results of Operations and Financial Condition"
in accordance with SEC Release No. 33-8216.
The information in this Form 8-K and the Exhibit attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, except as shall be expressly set forth by specific reference to
such filing.
SIGNATURE
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.
SCOLR, INC.
(Registrant)
May 5, 2003 By: /s/ Steven H. Moger
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(Date) Steven H. Moger
Chief Financial Officer
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