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): December 4, 2001
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STEMCELLS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19871 94-3078125
(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 December 4, 2001, the Company entered into an agreement with Millennium
Partners, L.P. to cancel the adjustable warrants issued in July 2000 and June
2001 to Millennium. In connection with the cancellation, Millennium exercised
the warrants on a cashless basis for an aggregate of 176,101 shares of the
Company's common stock. The Company no longer has any adjustable warrants
outstanding.
Also on December 4, 2001, the Company issued 5,000 shares of a new series
of 3% cumulative convertible preferred stock and a warrant to purchase 350,877
shares of common stock to a wholly owned subsidiary of Millennium for an
aggregate purchase price of $5,000,000.
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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: December 7, 2001
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EXHIBIT INDEX
4.1 Certificate of Designations of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of Preferred Stock
and Qualifications, Limitations and Restrictions Thereof of 3%
Cumulative Convertible Preferred Stock for StemCells, Inc.
4.2 Warrant issued on December 4, 2001 by StemCells, Inc. to Riverview
Group, L.L.C. for purchase of common stock.
10.1 Subscription Agreement dated as of December 4, 2001 between StemCells,
Inc. and Riverview Group, L.L.C.
10.2 Registration Rights Agreement dated as of December 4, 2001 between
StemCells, Inc. and Riverview Group, L.L.C.
10.3 Agreement dated as December 4, 2001 between StemCells, Inc. and
Millennium Partners, L.P.
10.4 Agreement dated as December 4, 2001 among StemCells, Inc., Millennium
Partners, L.P. and Riverview Group, L.L.C.
99.1 Press release dated as of December 6, 2001
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