EXHIBIT 4.3
FORM OF COMMON STOCK SUBSCRIPTION AGREEMENT
OF SALIVA DIAGNOSTIC SYSTEMS, INC.
THIS COMMON STOCK SUBSCRIPTION AGREEMENT (the "Agreement") is made and
entered into as of this 30th day of June, 1997 by and between SALIVA DIAGNOSTIC
SYSTEMS, INC., a Delaware corporation (the "Company"), and the individuals and
entities listed on Schedule A to this Agreement (individually, an "Investor" and
collectively, the "Investors") providing for the purchase and sale of shares of
common stock, par value $.01 per share (the "Shares"), of the Company. Each of
the parties represents, warrants, covenants and agrees as follows:
1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE.
(i) Investor hereby subscribes for the number of Shares as set
forth on Schedule A attached hereto at a purchase price per share of
$0.50.
(ii) Investor shall pay the purchase price for the Shares
subscribed for by it by delivering same-day funds in United States
dollars against counter-delivery of certificates (the "Certificates")
representing the Shares by the Company, each in accordance with the
terms of the Escrow Agreement of even date herewith and substantially
in the form attached as Exhibit A to this Agreement. The closing of the
purchase and sale of the Shares (the "Closing") shall take place
promptly following the deposit into escrow of the Shares subscribed for
and the purchase price therefor and the satisfaction of all of the
conditions set forth in Section 5 hereof. The Parties anticipate that
the date of the Closing (the "Closing Date") shall be June 30, 1997.
2. INVESTOR'S REPRESENTATIONS AND COVENANTS.
Each Investor represents, warrants and covenants, severally
and not jointly, to the Company as follows:
(i) This Agreement has been duly authorized, validly executed
and delivered on behalf of Investor and is a valid and binding
agreement of Investor in accordance with its terms, subject to general
principles of equity and of bankruptcy or other laws affecting the
enforcement of creditors' rights;
(ii) Investor is purchasing the Shares for its own account for
investment purposes and not with a view towards distribution. Investor
understands and agrees that it must bear the economic risks of its
investment for an indefinite period of time. Investor has received and
carefully reviewed copies of the Public Documents (as defined below),
the press release issued by the Company on June 25, 1997 and the
Supplemental Disclosure Memorandum dated June 30, 1997. Investor
understands that the offer and sale of the Shares are being made only
by means of this Agreement. No representations or warranties have been
made to Investor by the Company, the officers or directors of the
Company, or any agent, employee
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or affiliate of any of them except as set forth herein. Investor is
aware that the purchase of the Shares involves a high degree of risk
and that it may sustain, and has the financial ability to sustain, the
loss of its entire investment. Investor has had the opportunity to ask
questions of, and receive answers satisfactory to it from, the
Company's management regarding the Company. Investor understands that
no federal or state governmental authority has made any finding or
determination relating to the fairness of an investment in the Shares
and that no federal or state governmental authority has recommended or
endorsed, or will recommend or endorse, the investment herein.
Investor, in making the decision to purchase the Shares subscribed for,
has relied upon independent investigations made by it and has not
relied on any information or representations made by third parties.
Investor has significant assets, and upon consummation of the purchase
of the Shares, will continue to have significant assets exclusive of
the Shares. Investor has not been organized for the purpose of
acquiring the Shares;
(iii) Investor is an "accredited investor" within the meaning
of Rule 501, promulgated under the Securities Act of 1933, as amended
(the "Securities Act");
(iv) Investor understands that the Shares are being offered
and sold to it in reliance on specific provisions of federal and state
securities laws and that the Company is relying upon the truth and
accuracy of the representations, warranties, agreements,
acknowledgments and understandings of Investor set forth herein in
order to determine the applicability of such provisions; and
(v) Investor understands that the Shares have not been
registered under the Securities Act and therefore it cannot dispose of
any or all of the Shares until such Shares are subsequently registered
under the Securities Act or exemptions from such registration are
available. Investor acknowledges that, until an effective registration
statement relating to the Shares is effective or until the Shares are
eligible for sale pursuant to Rule 144(k), promulgated under the
Securities Act, a legend substantially as follows will be placed on the
Certificates representing the Shares:
THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED SECURITIES WITHIN THE MEANING
OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE
RULES AND REGULATIONS THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. THE ISSUER OF THESE SECURITIES WILL NOT RECOGNIZE A TRANSFER OF
SUCH SECURITIES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE ISSUER THAT
THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH
REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY
APPLICABLE STATE SECURITIES LAWS.
3. THE COMPANY'S REPRESENTATIONS AND COVENANTS.
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(a) The Company represents and warrants to each of the Investors as
follows:
(i) The Company has been duly incorporated and is validly
existing and in good standing under the laws of the state of Delaware,
with full corporate power and authority to own, lease and operate its
properties and to conduct its business as currently conducted, and is
duly registered and qualified to conduct its business and is in good
standing in each jurisdiction or place where the nature of its
properties or the conduct of its business requires such registration or
qualification, except where the failure so to register or qualify does
not have a material adverse effect on the condition (financial or
other), business, properties, net worth or operations of the Company.
(ii) The Company has registered its common stock pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), is in full compliance with all reporting requirements
of the Exchange Act, and the Company's common stock is quoted on the
Nasdaq SmallCap Market (trading symbol SALV). The Company has been
subject to the requirements of Section 12 of the Exchange Act for at
least 12 months, and except as disclosed on Schedule 3(ii) hereto, has
filed in a timely manner all reports required to be filed during the
preceding 12 months;
(iii) The Company has furnished Investor with copies of the
Company's most recent Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission ("SEC"), all Forms 10-Q and 8-K
filed thereafter and all other filings required under the Exchange Act
made with the SEC after the filing of the most recent Form 10-K and the
registration statement on Form SB-2 filed under the Securities Act and
declared effective June 13, 1997 (collectively, the "Public
Documents"), the press release issued by the Company on June 25, 1997
and the Supplemental Disclosure Memorandum dated June 30, 1997. The
Public Documents at the time of their filing did not include any untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements contained therein, in light
of the circumstances under which they were made, not misleading;
(iv) The authorized capital stock of the Company solely
consists of 33,000,000 shares of common stock, par value $.01 per
share. The Company currently has 22,925,133 shares of common stock
issued and outstanding;
(v) Upon issuance and delivery and payment therefor in
accordance with the terms hereof, the Shares shall be duly authorized,
validly issued, fully paid and nonassessable, and the Additional Shares
(as defined below), if and when issued and delivered, will be duly
authorized, validly issued, fully paid and nonassessable, free from all
encumbrances and restrictions other than restrictions on transfer
imposed by applicable securities laws and/or this Agreement, and will
not subject the holders thereof to personal liability by reason of
being such holders. The Additional Shares have been duly reserved for
issuance. There are no preemptive rights of any stockholder of the
Company with respect to the Shares or the Additional Shares;
3
(vi) This Agreement has been duly authorized, validly executed
and delivered on behalf of the Company and is a valid and binding
agreement of the Company enforceable in accordance with its terms,
subject to general principles of equity and to bankruptcy or other laws
affecting the enforcement of creditors' rights generally, and the
Company has full corporate power and authority to execute and deliver
this Agreement and the other agreements and documents contemplated
hereby and to perform its obligations hereunder and thereunder;
(vii) The Company is not and, upon the execution and delivery
of this Agreement, the issuance of the Shares, the issuance of the
Additional Shares, and the transactions contemplated by this Agreement,
will not be in conflict with or in breach of any of the terms or
provisions of, or in default under, the Company's Certificate of
Incorporation or Bylaws, or any indenture, mortgage, deed of trust or
other material agreement or instrument to which the Company is a party
or by which it or any of its properties or assets are bound, any law,
statute, rule, regulation, or any existing applicable decree, judgment
or order of any court, federal or state regulatory body, administrative
agency or other governmental body having jurisdiction over the Company
or any of its properties, or assets or will result in the creation or
imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of its subsidiaries pursuant to the terms
of any agreement or instrument to which any of them is a party or by
which any of them may be bound or to which any of the property or
assets of any of them is subject;
(viii) No authorization, approval, filing with or consent of
any governmental body is required for the issuance and sale of the
Shares or the Additional Shares, as contemplated by this Agreement;
(ix) [Intentionally omitted];
(x) Subject in part to the truth and accuracy of the
Investors' representations and warranties in Section 2, the offer, sale
and issuance of the Shares are exempt from the registration
requirements of the Securities Act and applicable state securities
laws;
(xi) Except as disclosed on Schedule 3(xi) hereto, there is no
action, suit or proceeding before or by any court or governmental
agency or body, domestic or foreign, now pending or, to the knowledge
of the Company, threatened, against or affecting the Company, or any of
its properties, which could be reasonably expected to result in any
material adverse change in the condition (financial or otherwise) or in
the earnings, revenues, business affairs or business prospects of the
Company, or which could be reasonably expected to materially and
adversely affect its properties or assets;
(xii) To the best knowledge of the Company, the Company is not
in default in the performance or observance of any material obligation,
agreement, covenant or condition contained in any indenture, mortgage,
deed of trust or other instrument or agreement to which it is a party
or by which it or its property is bound; and
4
(xiii) To the best knowledge of the Company, there is no fact
known to the Company (other than general economic conditions known to
the public generally) that has not been disclosed in writing to the
Investor that (i) could reasonably be expected to have a material
adverse effect on the condition (financial or otherwise) or in the
earnings, revenues, business affairs, business prospects, properties or
assets of the Company, or (ii) could reasonably be expected to
materially and adversely affect the ability of the Company to perform
its obligations pursuant to this Agreement.
(b) The Company covenants to each of the Investors as follows:
(i) The Company will comply with all applicable securities
laws and regulations with respect to the sale and issuance of the
Shares and Additional Shares to the Investor, including but not limited
to the timely filing of all reports required to be filed in connection
therewith with the SEC or Nasdaq or any other regulatory authority, and
shall remain in full compliance with all of the requirements (including
reporting) of the Exchange Act;
(ii) The Company shall: (i) use all reasonable efforts to
maintain the inclusion of the Shares and Additional Shares on the
Nasdaq Stock Market; and (ii) reserve immediately prior to the Closing
and shall continue to reserve from its authorized common stock a
sufficient number of shares of common stock to permit the issuance of
the Additional Shares; and
(iii) The Company agrees that it will not issue a press
release to the public containing an Investor's name or other
identifying information without the Investor's prior written consent
except as may be necessary in connection with the Company's fulfilling
its obligations under the Registration Rights Agreement (as defined in
Section 4). Investor acknowledges that this Agreement and the related
documents may be filed with the SEC.
4. REGISTRATION.
Within 30 days following the Closing, the Company shall, at the
Company's expense, file a registration statement to effect the registration of
all of the Shares and Additional Shares held by or to be issued to the Investor
under the Securities Act, and relevant Blue Sky laws. Such registration shall be
effected in accordance with the terms of the Registration Rights Agreement
attached hereto as Exhibit B (the "Registration Rights Agreement"). In the event
the registration of the Shares and Additional Shares is not declared effective
by the SEC within 90 days of the Closing Date (the "Registration Date"), then
such failure shall constitute a breach of this Agreement entitling each Investor
to be paid by the Company such Investor's pro rata portion of the "Damage
Amount," as liquidated damages and not as a penalty. The Damage Amount shall
mean $1 for each $1,000 of Shares purchased hereunder for each calendar day
following the Registration Date by which the registration of the Shares (and the
Additional Shares) is not effective with the SEC. The Damage Amount shall be
payable in cash as of the end of each calendar week following the Registration
Date.
5
5. CONDITIONS TO CLOSING.
(i) The Company shall furnish to the Investors a legal opinion
addressed to the Investors and dated as of the Closing Date from Xxxxx
Xxxx LLP substantially in the form of Exhibit C attached hereto.
(ii) The Company shall have delivered a certificate executed
by its President, dated the Closing Date, and certifying that all of
the Company's representations and warranties made in this Agreement are
true and correct as of the date of this Agreement and as of the Closing
Date.
6. CERTAIN AGREEMENTS.
[INTENTIONALLY OMITTED.]
7. RESTRICTIONS ON SALES OF SHARES.
The Investors shall not sell any of the Shares purchased hereunder
during the 90-day period immediately following the Closing Date; however, each
Investor may sell, at its option, up to (i) Thirty-Three and One-Third percent
(33 %) of the number of Shares purchased hereunder at any time from and after
the ninetieth (90th) day following the Closing Date, (ii) an aggregate of
Sixty-Six and Two-Thirds percent (66 %) of the Shares purchased hereunder at any
time from and after the one hundred twentieth (120th) day following the Closing
Date, and (iii) One Hundred percent (100%) of the Shares purchased hereunder at
any time from and after the one hundred fiftieth (150th) day following the
Closing Date.
8. ISSUANCE OF ADDITIONAL SHARES BASED UPON PRICE RESET.
(i) In the event that the Current Market Price (as defined below) of
the Shares as of any or all of the ninetieth (90th), one hundred twentieth
(120th) and one hundred fiftieth (150th) days immediately following the Closing
Date is less than 133.33% of the purchase price per share (the "Purchase Price
Per Share") of the Shares paid by the Investors hereunder, then the Company
shall issue to the Investors on any or all of those dates, as the case may be,
the following number of shares of Common Stock (the "Additional Shares"): the
difference between (I) [the purchase price per Share, multiplied by a fraction,
the numerator of which is one-third (1/3) of the number of Shares purchased
hereunder by such Investor and the denominator of which is the product of the
Current Market Price, multiplied by .75], and (II) one-third (1/3) of the number
of Shares purchased hereunder by such Investor.
(ii) The Company shall not issue any fractional shares of Common Stock
as a result of this Section 8. Instead, the Company shall pay in lieu of any
fractional shares the cash value thereof at the then Current Market Price of the
Common Stock as determined under subparagraph (v) below.
6
(iii) The Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of Additional Shares. However, the Holder shall
pay any such tax which is due because such shares are issued in a name other
than its name.
(iv) The Company shall reserve out of its authorized but unissued
Common Stock enough shares of Common Stock to permit the issuance of all of the
Additional Shares required to be issued hereunder. All Additional Shares shall
be, when issued in accordance herewith, duly authorized, validly issued,
fully-paid and nonassessable.
(v) As used herein, the "Current Market Price" per share of Common
Stock on any date is the average of the quoted bid prices of the Common Stock
for the five (5) consecutive trading days ending on the trading day immediately
prior to the date in question. As used in this subparagraph (v), the term
"quoted bid price" shall mean the closing bid price thereof on any such trading
date, as reported by the Nasdaq Stock Market.
9. MISCELLANEOUS.
(i) This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Delaware.
(ii) This Agreement may be executed by facsimile signature and
in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Facsimile
signatures of this Agreement shall be binding on all parties hereto.
(iii) Each of the Parties agrees to pay its own expenses
incident to this Agreement and the performance of its obligations
hereunder, including, but not limited to, the fees and expenses of each
Party's legal counsel.
(iv) All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, express
overnight courier, registered first class mail, overnight courier, or
telecopied, initially to the address set forth below, and thereafter at
such other address, notice of which is given in accordance with the
provisions of this Section 9.
if to the Company:
Saliva Diagnostic Systems, Inc.
00000 XX 00xx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Chief Executive Officer
Telephone: (000) 000-0000
Facsimile: (000)000-0000
7
if to the Investor, at such address as is listed for
such Investor on the signature page hereto.
All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; three (3)
business days after being deposited in the mail, postage prepaid, if
mailed; the next business day after being deposited with an overnight
courier, if deposited with an overnight courier service; when receipt
is acknowledged, if telecopied.
(v) This Agreement constitutes the entire agreement of the
Parties with respect to the subject matter hereof and supersedes all
prior oral or written proposals or agreements relating thereto. This
Agreement may not be amended or any provision hereof waived, in whole
or in part, except by a written amendment signed by both of the
Parties.
breach thereof, shall be settled by arbitration in accordance with the
commercial rules of arbitration of the American Arbitration Association
(the "AAA") and this subparagraph (vi). Both parties shall endeavor to
select by mutual agreement an arbitrator qualified and approved by the
AAA. If the parties shall fail to agree on an arbitrator, then the AAA
shall be requested to submit a list of five qualified and approved
arbitrators. The arbitrator shall then be selected by each party
alternately striking one name at a time from the list until only one
name remains. That person shall be the arbitrator and it shall be his
or her duty promptly to issue a written decision confined to the issues
presented, which shall be final and binding on all parties to the
dispute; provided, however, that the arbitrator shall have no authority
to alter the terms of this Agreement. The arbitration shall take place
in New York, New York. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. In
any such arbitration, the prevailing party shall be entitled to recover
all reasonable costs, including reasonable attorneys' fees, incurred in
pursuing or defending any claim in arbitration.
(vi) Any controversy or claim arising out of or relating to
this Agreement, or the
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, this Agreement was duly executed on the date first
written above.
Official Signatory of Company:
SALIVA DIAGNOSTIC SYSTEMS, INC.
By:
-----------------------------------
Xxxxxxx X. XxXxxxxxx, President
INVESTOR:
By:
-----------------------------------
Name:
Title:
Address:
Telephone:
Fax:
Amount Invested:
9
SCHEDULE "A"
SCHEDULE OF INVESTORS
--------------------------------------------------------------------------------
NAME AND ADDRESS AMOUNT INVESTED NUMBER OF
SHARES
--------------------------------------------------------------------------------
Xxxx Xxx $50,000 100,000
00000 Xxxxxxxxxx Xx.
Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxxxxx X. Xxxxx $50,000 100,000
00 Xxxx Xxxx Xx.
Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxx Xxxxxx $100,000 200,000
309 K AABc
Xxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxxx Xxxxxxx Trust $25,000 50,000
000 X. Xxxxxxx
Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxxx Xxxxx Xxxxx Trust $25,000 50,000
000 X. Xxxxxxx
Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxx Xxxxxxx $50,000 100,000
XX Xxx 0000
Xxxxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxx Xxxxxxx, CPA, XXX $12,500 25,000
0000 X. Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxx X. Xxxxxxx, XXX $12,500 25,000
0000 X. Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxx Xxxxxxxx $37,500 75,000
0000 X. Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Center for Aids Research and $50,000 100,000
Training Inc.
c/o Xxxx Xxxxxxx
0000 X. Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
The Covette Community $50,000 100,000
Property Trust, Xxxxx Xxxxxxx &
Xxxxx X. Xxxxxxx, trustees
000 Xxxxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxx Xxxxxxxxxxx $25,000 50,000
0000 Xxxxxxxxx
Xxxxxx Xxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxxx Xxxxxxx $100,000 200,000
000 00xx Xxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxx Xxxxxxxxx $25,000 50,000
c/o Newport St. Xxxx Cold
Storage Co.
XX Xxx 000
0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxxx Xxxxxxx $50,000 100,000
00000 Xxxxxxxxx Xxx
Xxxxxx Xxxx, XX 00000
--------------------------------------------------------------------------------
Hollywood Pins Co. $100,000 200,000
A Defined Benefit Pension
Plan
Xxxxx Xxx, Trustee
000 Xxxxx Xxxxxxxx Xxxx.
Xxxxx 00
Xxx Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Xxxx Xxxxxx $10,000 20,000
0000 X. Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxxxx Xxxxxx $50,000 100,000
XX Xxx 0000
Xxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxx X. Xxxxx $15,000 30,000
00000 Xxxxxxx 00
Xxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxxxx X. XxXxxxxxx $100,000 200,000
000 Xxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxx XXXX0XX0
--------------------------------------------------------------------------------
Xxxx Xxxxxxxxx $50,000 100,000
0000 Xxx Xxx.
Xxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxx Xxxxxx $12,500 25,000
0000 Xxxxxxxxxx Xxxxxx Xx.
Xxxx Xxxx Xxxx, XX 00000
--------------------------------------------------------------------------------
Xxxx X. Slovak $25,000 50,000
000 Xxxxx Xxx
Xxxxxxx Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxxx X. Slovak $25,000 50,000
000 Xxxxx Xxx
Xxxxxxx Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxxxx Law Corporation $25,000 50,000
Profit Sharing Plan
1999 Avenue of the Stars
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxx $50,000 100,000
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxx Xxxxxxx $10,000 20,000
0000 Xxxxxx Xxx.
Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
WCGMG, Inc., DBPP $50,000 100,000
c/o Xxxx Xxxxxxx
0000 X. Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxx Xxxxxxxx, MD $25,000 50,000
000 Xxxxxxx Xxxxx Xxxx-X-
Xxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
SCHEDULE 3(II)
LATE FILING PURSUANT TO SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
None
SCHEDULE 3(XI)
PENDING OR THREATENED ACTIONS, SUITS OR PROCEEDINGS
1. Hardy v. Saliva Diagnostic Systems, Inc., Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxx
and Xxxxxxx X. Xxxxx was filed in Xxxxxx Xxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx of
Connecticut.
2. Merrixell Ltd. v. Saliva Diagnostic Systems, Inc. was filed in United States
District Court for the Southern District of New York.
3. Lealos v. Saliva Diagnostic Systems, Inc. was filed in Superior Court in
Xxxxx County in the State of Washington. This suit was dismissed without
prejudice as a prerequisite to a settlement agreement currently in the
process of being documented.
See pages 25 and 26 of the Prospectus dated June 13, 1997 for complete
description
