SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report : February 5, 1996 (Date of earliest event reported)
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December 15, 1995
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MANAGEMENT TECHNOLOGIES, INC. Exact name of
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Registrant as specified in its Charter)
NEW YORK (State of
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other jurisdiction of incorporation)
0-17206 13-3029797
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Commission File No. I.R.S. Employer Identification
630 Third Avenue, New York, NY 10017
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Address of principal Zip Code
executive offices
(212) 557-0022
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Registrant's telephone number,
including area code
ITEM 5. OTHER EVENTS
On December 15, 1995, the Registrant ("the Company") entered into a
letter agreement (the `Letter Agreement'') with Israel Trading Fund Ltd.
(`ITF'') and Select Capital Advisors, Inc. (``Select Capital'') with regard to
the placement and subscription of the Company's 9% Subordinated Convertible
Debentures (the `Debentures'') in the aggregate amount of $6,000,000, maturing
on December 31, 1997. Under the Letter Agreement, the Debentures are to be
subscribed in four tranches as follows:
1. Series A Debenture, in the amount of $1,250,000 was due to close on or
prior to December 15, 1995, subject to the Company's arranging for its
management or others (1) to acquire $1,000,000 of common shares of the
Company (`Shares'') on or prior to December 22, 1995 and (2) to execute a
commitment prior to such date for the acquisition of $250,000 of additional
Shares which note will mature on or prior to April 30, 1996. Series A
Debenture was increased to $1,950,000 by letter agreement dated December
22, 1995.
2. Series B Debenture, in the amount of $1,500,000 is due to close on or prior
to February 10, 1996, subject to the Company's not suffering a loss for the
quarter ending January 31, 1996 per the Company's unaudited financial
statements for the quarter ending January 31, 1996, as certified by the
Company's President and Chief Financial Officer.
3. Series C Debenture, in the amount of $1,500,000 is due to close on or prior
to March 15, 1996 subject to the Company entering into at least two
contracts with financial institutions for the purchase of the Company's
products, which contracts would generate not less than $2,000,000 in gross
revenues, and not less than $1,000,000 in gross revenues would be
recognizable on or prior to April 30, 1996.
4. Series D Debenture, in the amount of $1,750,000 is die to close on or prior
to May 15, 1996, subject to the Company not suffering a loss in the fiscal
year ending April 30, 1996 per the Company's unaudited financial statements
for the year ending April 30, 1996, as certified by the Company's President
and Chief Financial Officer.
The Debentures are due and payable on December 31, 1997, and all principal
and interest is convertible by the Holders into Shares. The conversion period
starts 45 days from the closing date of the Debentures and ends on the maturity
date of the Debentures. In the event that the Debentures are not converted by
the Holders at maturity, then in that event, the Debentures are automatically
converted by their terms into Shares. The Shares to be issued upon conversion
are issued pursuant to a Regulation "S" exemption of the Securities Act of 1933,
as amended. The Holders have represented that they qualify pursuant to the
exemption.
Series A Debentures are convertible at the lower of $.48 per share or 62.5%
of the average closing bid for the market price of the Company's stock as traded
on the Over-the-Counter market for a five (5) consecutive business days
immediately preceding the conversion date.
Series B Debentures are convertible at the lower of $.69 per share or 62.5%
of the average closing bid for the market price of the Company's stock as traded
on the Over-the-Counter market for a five (5) consecutive business days
immediately preceding the conversion date.
Series C Debentures are convertible at the lower of $1.04 per share or
62.5% of the average closing bid for the market price of the Company's stock as
traded on the Over-the-Counter market for a five (5) consecutive business days
immediately preceding the conversion date.
Series D Debentures are convertible at the lower of $1.38 per share or
62.5% of the average closing bid for the market price of the Company's stock as
traded on the Over-the-Counter market for a five (5) consecutive business days
immediately preceding the conversion date.
On December 29, 1995, the Company completed transactions wherein the
Company issued six Series A Debentures in the aggregate amount of $1,850,000 to
Torah Vachesed Lezra Vesad, Schulamit Kritzker, Dovasa S.A., Aron Meyer Gee, and
Chava Fischman.
On February 5, 1996, the Company completed transactions wherein the Company
issued four Series B Debentures in the aggregate amount of $1,850,000 to Henry
Zieleniec, Raphael Lapidus, Miriam Herzel, and Yosef Yud. The Series B
Debentures completed on February 5, 1996 are convertible at the lower of $.53
per share or 62.5% of the average closing bid for the market price of the
Company's stock as traded on the Over-the-Counter market for a five (5)
consecutive business days immediately preceding the conversion date.
The Company agreed to pay 5% of gross proceeds to ITF, 5% of gross
proceeds Select Capital, 3% of gross proceeds to Barrocas & Behzadi Investments
and 0.5% to London Select Entreprises Ltd. In addition, the Company agreed to
issue Shares to Barrocas & Behzadhi in a number equivalent to 1% of the gross
proceeds, based on the lower of $0.75 per Share or the bid price on the
Debentures closing date, and 1 one (1) warrant (the `Warrants'') to purchase
one (1) Share per $10 of Debenture as directed by ITF and Select Capital. The
Warrants are exercisable at after June 15, 1996 at $0.69 per Share and expire in
two and a half years.
ITEM 7. EXHIBITS
10.115. Copy of Letter Agreement dated December 15, 1995 with Israel
Trading Fund, Ltd. and Select Capital Advisors, Inc.
10.116. Copy of Letter Agreement dated December 22, 1995 with Israel
Trading Fund, Ltd. and Select Capital Advisors, Inc.
10.117 Copy of Agreement For Consulting Services with Barrocas and
Behzadi
Investments dated November 27, 1995.
10.118 Copy of 9% Convertible A Debenture issued to Torah Vachesed Lezra
Vesad dated December 20, 1995.
10.119 Copy of Escrow Agreement with Barry B. Globerman, dated December
20, 1995.
10.120 Copy of a Treasury Order dated December 20, 1995.
10.121 Copy of an Offshore Securities Subscription Agreement with Torah
Vachesed Lezra Vesad dated December 20, 1995
10.122 Copy of 9% Convertible A Debenture issued to Schulamit Pritzker
dated December 19, 1995.
10.123 Copy of Escrow Agreement with Barry B. Globerman, dated December
20, 1995.
10.124 Copy of a Treasury Order dated December 20, 1995.
10.125 Copy of an Offshore Securities Subscription Agreement with
Schulamit Pritzker dated December 20, 1995
10.126 Copy of 9% Convertible A Debenture issued to Aron Meyer Gee dated
December 22, 1995.
10.127 Copy of Escrow Agreement with Barry B. Globerman, dated December
22, 1995.
10.128 Copy of a Treasury Order dated December 20, 1995.
10.129 Copy of an Offshore Securities Subscription Agreement with Aron
Meyer Gee dated December 22, 1995
10.130 Copy of 9% Convertible A Debenture issued to Dovasar S.A., dated
December 29, 1995.
10.131 Copy of Escrow Agreement with Barry B. Globerman, dated December
29, 1995.
10.132 Copy of a Treasury Order dated December 29, 1995.
10.133 Copy of an Offshore Securities Subscription Agreement with
Dovasar S.A. dated December 29, 1995
10.134 Copy of 9% Convertible A Debenture issued to Chava Fishman, dated
December 29, 1995.
10.135 Copy of Escrow Agreement with Barry B. Globerman, dated December
29, 1995.
10.136 Copy of a Treasury Order dated December 29, 1995.
10.137 Copy of an Offshore Securities Subscription Agreement with Shava
Fischman dated December 29, 1995
10.138 Copy of 9% Convertible B Debenture issued to Henry Zielenic,
dated January 25, 1996.
10.139 Copy of Escrow Agreement with Barry B. Globerman, dated January
25, 1996..
10.140 Copy of a Treasury Order dated January 25, 1996.
10.141 Copy of an Offshore Securities Subscription Agreement with Henry
Zieleniec dated January 25, 1996.
10.142 Copy of 9% Convertible B Debenture issued to Raphael Lapidus,
dated January 29, 1996.
10.143 Copy of Escrow Agreement with Barry B. Globerman, dated January
29, 1996.
10.144 Copy of a Treasury Order dated January 29, 1996.
10.145 Copy of an Offshore Securities Subscription Agreement with
Raphael Lapidus dated January 29, 1996.
10.146 Copy of 9% Convertible B Debenture issued to Miriam Herzel, dated
January 29, 1996.
10.147 Copy of Escrow Agreement with Barry B. Globerman, dated January
29, 1996.
10.148 Copy of a Treasury Order dated January 29, 1996.
10.149 Copy of an Offshore Securities Subscription Agreement with Miriam
Herzel dated January 29, 1996
10.150 Copy of 9% Convertible B Debenture issued to Yosef Yud, dated
January 29, 1996.
10.151 Copy of Escrow Agreement with Barry B. Globerman, dated January
29, 1996.
10.152 Copy of a Treasury Order dated January 29, 1996
10.153 Copy of an Offshore Securities Subscription Agreement with Yosef
Yud dated January 29, 1996.
10.154 Copy of 9% Convertible B Debenture issued to Menachem M. Begun,
dated January 30, 1996.
10.155 Copy of Escrow Agreement with Barry B. Globerman, dated January
30, 1996.
10.156 Copy of a Treasury Order dated January 30, 1996
10.157 Copy of an Offshore Securities Subscription Agreement with
Menachem M. Begun dated January 30, 1996.
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.
MANAGEMENT TECHNOLOGIES, INC.
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(Registrant)
/s/ Peter Morris
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Peter Morris
President & Chief Operating Officer
Dated: New York, New York
February 5, 1996