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):November 19, 2003
COMPEX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)| | | | | |
| Minnesota | | 0-9407 | | 41-0985318 |
| |
| |
|
(State or other jurisdiction
of incorporation ) | | (Commission File No.) | | (I.R.S. Employer
Identification No.) |
| | | |
1811 Old Highway Eight,
New Brighton, MN | | 55112-3493 |
| |
|
| (Address of principal executive offices) | | (Zip Code) |
| |
(651) 631-0590
(Registrant’s telephone number, including area code) |
TABLE OF CONTENTS
Item 5 Other Events and Regulation FD Disclosure.
On November 19, 2003, Compex Technologies, Inc. announced that it has entered into definitive agreements with certain independent institutional and other accredited investors with respect to the private placement of 1,000,000 units of its securities at a purchase price of $8.9072 per unit. Each unit consists of one share of its common stock, $.10 par value per share, and an additional right to purchase a quarter of a share of its common stock at $9.3526 per share. These additional investment rights will expire on the latter of (i) 90 days from the date of the purchase agreement, or (ii) the date on which a registration statement relating to resale of the common stock issued upon exercise of the rights is declared effective by the Securities and Exchange Commission.
The gross proceeds from the additional private placement will be approximately $8.9 million, and the net proceeds, excluding the proceeds of any exercise of the additional investor rights, will be $8.3 million.
The foregoing description of the transaction is only a summary and is qualified in its entirety by reference to the aforementioned transaction documents. The purchase agreement, form of additional investment right and press release are hereby incorporated by reference herein.
A copy of the press release announcing the private placement is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The form of Securities Purchase Agreement and the form of Additional Investment Right are also filed with this Current Report on 8-K as exhibits.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
| | | |
| 4.1 | | Form of Additional Investment Right. |
| 10.1 | | Form of Securities Purchase Agreement dated as of November 18, 2003 between Compex Technologies, Inc. and the Purchaser identified therein. |
| 99.1 | | Press Release dated November 18, 2003. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| | COMPEX TECHNOLOGIES, INC |
| |
| | By /s/ Dan Gladney
Dan Gladney
Chief Executive Officer |
Dated: November 19, 2003
Exhibit Index
| | | |
| Item | | Description |
| |
|
| 4.1 | | Form of Additional Investment Right. |
| 10.1 | | Form of Securities Purchase Agreement dated as of November 18, 2003 between Compex Technologies, Inc. and the Purchaser identified therein. |
| 99.1 | | Press Release dated November 18, 2003. |
