SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13D
Under the
Securities Exchange Act of 1934
Chembio
Diagnostics Inc.
(Name of
Issuer)
Common
Stock, $0.01 par value
(Title of
Class of Securities)
89268C103
(CUSIP
Number)
Avi
Pelossof
3661
Horseblock Road
Medford,
NY 11763
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications)
May 5,
2004
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Section 240.13d-7(b) for other
parties to whom copies are to be sent.
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*The
remainder of this cover page shall be filled out for the Reporting
Person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.
89268C103
(1) Names of
Reporting Persons and I.R.S. Identification Nos. of Such Persons (entities
only)
Avi
Pelossof
(2) Check the
Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
(3) SEC Use
Only ___________________________________________________________
(4) Source of
Funds (See Instructions):
OO
(5) Check if
Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
N/A
(6) Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with: |
(7) Sole Voting Power: |
498,911 |
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(8)
Shared Voting Power:
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0 |
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(9)
Sole Dispositive Power:
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498,911 |
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(10)
Shared Dispositive Power:
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0 |
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(11) Aggregate
Amount Beneficially Owned by Each Reporting Person:
498,911
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(12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[___] |
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(13)
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Percent
of Class Represented by Amount in Row (11):
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(14)
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Type
of Reporting Person (See
Instructions): |
IN
Item
1. Security
and Issuer.
Name and
address of principal executive offices of Issuer:
Chembio
Diagnostics, Inc.
3661
Horseblock Road
Medford,
NY 11763
Title and
class of equity securities:
Common
Stock, $0.01 par value (the “Common Stock”)
Item
2. Identity
and Background.
(a) Name of
person filing:
Avi
Pelossof
(b) Residence
or Business Address:
3661
Horseblock Road
Medford,
NY 11763
(c) Principal
occupation:
Vice
President of Sales, Marketing, and Business Development of Chembio Diagnostics,
Inc.
(d) Criminal
proceedings:
During
the last five years, Mr. Pelossof has not been convicted in any criminal
proceeding.
(e) Civil
Proceedings:
During
the last five years, Mr. Pelossof has not been a party to any civil proceedings
of a judicial or administrative body of competent jurisdiction as a result of
which that person would have been subject to any judgment, decree or final order
enjoining future violations of or prohibiting or mandating activities subject to
Federal or State Securities laws or finding any violation with respect to such
laws.
(f) Citizenship
or Place of Organization:
United
States
Item
3. Source
and Amount of Funds or Other Consideration.
On May 5,
2004, Trading Solutions.com, Inc. (the “Issuer”) acquired Chembio Diagnostic
Systems Inc., a privately held corporation (“Chembio”), through a merger of a
wholly owned subsidiary with and into Chembio. Pursuant to the terms of the
merger, each stockholder
of Chembio received shares of common stock of the Issuer in exchange for Chembio
common stock owned. The Issuer also assumed all the outstanding warrants and
options to acquire Chembio common stock. Each assumed warrant and option is now
exercisable for shares of the Issuer’s common stock. Mr. Pelossof received
225,554 shares of the Issuer's common stock in exchange for his Chembio common
stock and received warrants to purchase 22,555 shares of the Issuer's common
stock and options to purchase 100,000 shares of the Issuer's Common Stock in
exchange for warrants and options, respectively, that he held of
Chembio.
On May 5,
2004, the Issuer consummated a private offering of its 8% Series A Convertible
Preferred Stock (together with warrants to purchase shares of its common stock)
in exchange
for certain indebtedness of Chembio that was previously outstanding. The
conversion price at which such debt was exchanged into 8% Series A Convertible
Preferred Stock (together with warrants to purchase shares of the Issuer’s
common stock) was $30,000 per share. Mr. Pelossof converted $4,047.12 of Chembio
indebtedness that he held prior to the merger into .202 shares Series A
Convertible Preferred Stock (together with warrants to purchase 12,120 shares of
common stock). The
shares of Series A Convertible Preferred Stock held by Mr. Pelossof are
convertible into 10,078 shares of the Issuer’s common stock. On November 15,
2004, as payment of accrued dividends on the Series A Convertible Preferred
Stock, Mr. Pelossof received 403 shares of common stock. On May 14, 2005, as
payment of accrued dividends on the Series A Convertible Preferred Stock, Mr.
Pelossof received 399 shares of common stock.
On May
28, 2004, in connection with his employment, Mr. Pelossof was granted options to
purchase 200,000 shares of the Issuer’s common stock. One-half of these options
became exercisable on May 28, 2004, one-fourth of these options became
exercisable on May 28, 2005, and one-fourth of these options become exercisable
on May 28, 2006.
On May
17, 2005, in connection with his employment, Mr. Pelossof was granted options to
purchase 50,000 shares of the Issuer’s common stock, one-half of which become
exercisable on January 1, 2006, and one-half become exercisable on January 1,
2007.
Mr.
Pelessof’s beneficial ownership of 498,911 shares of the Issuer’s common stock
does not include 100,000 shares issuable upon the exercise of options that are
not exercisable within the next 60 days. In addition, it does not include 10,078
shares issuable upon the conversion of the Series A Convertible Preferred Stock
and 12,095 shares issuable upon the exercise of certain warrants because of
restrictions preventing Mr. Pelessof from converting any shares of Series A
Convertible Preferred Stock, or exercising those warrants, if such conversion or
exercise would result in Mr. Pelessof beneficially owning in excess of 4.99% of
the then issued and outstanding shares of the Issuer’s common
stock.
Item
4. Purpose
of the Transaction.
Mr.
Pelessof does not have any plans or proposals that relates to or would result in
any of the actions enumerated in Item 4 of Schedule 13D.
Item
5. Interests
in Securities of the Issuer.
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(a) |
Mr.
Pelessof, after accounting for all options and warrants presently
exercisable, beneficially owns 498,911 shares of the Issuer’s common stock
comprising approximately 6.4% of the outstanding shares of common stock of
the Issuer’s. |
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Mr.
Pelessof’s beneficial ownership of 498,911 shares of common stock does not
include 100,000 shares issuable upon the exercise of options that are not
exercisable within the next 60 days. In addition, it does not include
10,078 shares issuable upon the conversion of the Series A Convertible
Preferred Stock and 12,095 shares issuable upon the exercise of certain
warrants because of restrictions preventing Mr. Pelessof from converting
any shares of Series A Convertible Preferred Stock, or exercising those
warrants, if such conversion or exercising would result in Mr. Pelessof
beneficially owning in excess of 4.99% of the then issued and outstanding
shares of the Issuer’s common stock. |
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(b) |
Mr.
Pelessof has sole voting and dispositive powers with respect to all shares
of the Issuer’s common stock held in his own name. |
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(c) |
On
May 14, 2005, as payment of accrued dividends on the Series A Convertible
Preferred Stock, Mr. Pelessof received 399 shares of common
stock. |
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On
May 17, 2005, in connection with his employment, Mr. Pelossof was granted
options to purchase 50,000 shares of the Issuer’s common stock for $0.80
per share, one-half of which become exercisable on January 1, 2006, and
one-half become exercisable on January 1, 2007. |
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On
May 28, 2005, options to purchase 50,000 shares of the Issuer’s common
stock for $0.90 per share, which were granted on May 28, 2004, became
exercisable. |
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(d) |
Rights
with respect to dividends or sales proceeds: |
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N/A |
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(e) |
Date
of cessation of five percent beneficial ownership: |
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N/A |
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Item
6. |
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer. |
In
connection with the offering of the Series A Convertible Preferred Stock, Mr.
Pelessof entered into a Lockup Agreement pursuant to which he agreed
not to sell any shares of the Issuer’s common stock until six (6) months after a
registration statement registering the resale of such shares of common stock was
declared effective. During the subsequent six (6) month period, this
contractual provision was eliminated with respect to twenty percent (20%) of the
shares of common stock that he owns. After twelve (12) months following
the effectiveness of the registration statement, he will be not be subject to
any contractual restrictions on the transfer of his shares of common
stock. The
registration statement was declared effective on November 4, 2004.
Item
7. Material
to be Filed as Exhibits.
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Agreement
and Plan of Merger dated as March 3, 2004 (the “Merger Agreement”), by and
among the Issuer, New Trading Solutions, Inc. (“Merger Sub”) and Chembio
(1)
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Amendment
No. 1 to the Merger Agreement dated as May 1, 2004, by and among the
Issuer, Merger Sub and Chembio (1)
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Certificate
of Designation of the Relative Rights and Preferences of the Series A
Convertible Preferred Stock of the Issuer (1)
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Registration
Rights Agreement, dated as of May 5, 2004, by and among the Issuer and the
Purchasers listed therein (1)
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Lock-Up
Agreement, dated as of May 5, 2004, by and among the Issuer and the
shareholders of the Issuer listed therein (1)
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Form
of Common Stock Warrant issued pursuant to the Stock and Warrant Purchase
Agreement (1)
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Series
A Convertible Preferred Stock and Warrant Purchase Agreement (the “Stock
and Warrant Purchase Agreement”), dated as of May 5, 2004, by and among
the Issuer and the Purchasers listed therein
(1) |
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(1)
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Incorporated
by reference to the Issuer’s Current Report on Form 8-K filed with the
Commission on May 14, 2004. |
SIGNATURE
After
reasonable inquiry and to the best of the Reporting Person’s knowledge and
belief, the Reporting Person certifies that the information set forth in this
statement is true, complete and correct.
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| Date: June 3, 2005 |
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/s/ Avi Pelessof |
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Avi Pelessof, Individually |
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