UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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) February 25, 2005
MICRO COMPONENT TECHNOLOGY, INC. | ||||
(Exact name of registrant as specified in its charter) | ||||
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Minnesota |
| 0-22384 |
| 41-0985960 |
(State or other jurisdiction of |
| (Commission File |
| (I.R.S. Employer |
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2340 West County Road C, St. Paul, Minnesota 55113 | ||||
(651) 697-4000 | ||||
(Address, including zip code, and telephone number, including area | ||||
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(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under the following provisions:
o | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Solicitiing material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencemnt communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencemnt communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 24, 2001, we issued $10.0 million of 10% Senior Subordinated Convertible Notes due in 2006 to a group of accredited investors. These Notes are convertible into MCT common stock. The conversion price was initially $2.60 per share. On June 30, 2003, we completed the restructuring of $9.29 million, or 92.9%, of our 10% Senior Subordinated Convertible Notes, wherein the participating noteholders agreed to accept stock in lieu of cash for the next four semi-annual interest payment dates beginning June 30, 2003 through December 31, 2004, and we agreed to reduce the conversion price to $1.00 per share. Since 2001, approximately $6.4 million of Notes have been converted.
On February 25, 2005, we completed a second amendment to the agreement with the holders of our 10% Senior Subordinated Convertible Notes, wherein holders of 80% of the remaining Notes, representing $2.9 million, agreed to continue to accept stock in payment of interest for the remaining four interest payments through December 24, 2006. As part of this amendment, we agreed to reduce the Note conversion price to $0.85 per share, and use our best efforts to register the additional shares with the SEC.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) |
| Exhibits |
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10.1 |
| Second Agreement for Payment of Interest with Stock by and between Micro Component Technology, Inc. and its 10% Senior Subordinated Convertible Noteholders, effective January 31, 2005. |
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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.
| MICRO COMPONENT TECHNOLOGY, INC | ||||
| (Registrant) |
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Date: | February 25, 2005 | ||||
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| By: | /s/ Thomas P. Maun |
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| (Thomas P. Maun, Chief Financial Officer) | ||||
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EXHIBIT INDEX
Ex. No. |
| Description |
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10.1 |
| Second Agreement for Payment of Interest with Stock by and between Micro Component Technology, Inc. and its 10% Senior Subordinated Convertible Noteholders, effective January 31, 2005. |
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