SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A FIRST AMENDMENT TO CURRENT REPORT ON FORM 8-K Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report : October 18, 1996 ----------------- (Date of earliest event reported) (July 25, 1996 ) ---------------- MANAGEMENT TECHNOLOGIES, INC. ----------------------------- (Exact name of Registrant as specified in its Charter) NEW YORK -------- (State or other jurisdiction of incorporation) 0-17206 13-3029797 - --------------------- ---------------- Commission File No. I.R.S. Employer Identification 630 Third Avenue, New York, NY 10017 - ------------------------------ -------- Address of principal Zip Code executive offices (212) 983 5620 - -------------------- Registrant's telephone number, including area code ITEM 5. OTHER EVENTS On July 25, 1996, the Registrant ("Management Technologies, Inc." or "the Company") placed $900,000 of its Series H 6.5 % convertible debenture (the "Series H Debenture"), maturing December 31, 1997, with various parties, pursuant to a resolution of the Company's Board of Directors. The amounts placed and the Series H subscribers are as follows: Pierre Kahla $450,000 CGB Companie Bancaire Geneve $100,000 Banque Hottinguer $50,000 Gelin $100,000 M-Fund SICAV $200,000 The Series H Debenture is convertible at the lower of 100 % 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 July 5, 1996 or 70 % 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. In addition, the Company agreed to pay US Securities & Futures Corp. a $90,000 commission as compensation for arranging the placement of its Series H Debenture. US Securities & Futures Corp. is not an affiliate of the Company. The following Series H debentures have been presented for conversion: CONVERSION CONVERSION DATE HOLDER AMOUNT SHARES September 16, 1996 Pierre Kahla $450,000 2,188,450 September 17, 1996 M-FUND Sicav $200,000 983,789 September 18, 1996 CBG $100,000 507,937 September 17, 1996 Banque Hottinguer $50,000 248,447 September 23, 1996 Henri Didier Gelin $100,000 496,894 ITEM 7. EXHIBITS 10.210 Form of Series H Convertible Debenture incorporated by reference to exhibit 10.210 to the Company's current report on Form 8-K dated August 8, 1996. 10.211 Form of Offshore Securities Subscription Agreement incorporated by reference to exhibit 10.211 to the Company's current report on Form 8-K dated August 8, 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. ----------------------------- (Registrant) /s/ Peter Morris --------------------------------- Peter Morris President & Chief Operating Officer Dated: New York, New York October 18, 1996