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 31, 1996 ----------------- (Date of earliest event reported) : (October 4, 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) 557-0022 - -------------------- Registrant's telephone number, including area code ITEM 5. OTHER EVENTS On October 4, 1996, the Registrant ("Management Technologies, Inc." or "the Company") placed $750,000 of its Series Y 6% convertible debenture (the "Series Y Debenture"), maturing December 31, 1997, with various parties, pursuant to a resolution of the Company's Board of Directors. The amounts placed the Series Y Debenture subscribers are as follows: Rana Investments Company $450,000 RCI Investment Fund Limited $300,000 The Series Y Debenture is convertible at the lower of (i) 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 closing date of the debenture or (ii) 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 a commission equal to 6% of the gross proceeds to PennyDome Ltd as compensation for arranging the placement of its Series Y Debenture. PennyDome Ltd is not an affiliate of the Company. ITEM 7. EXHIBITS 10.214 Form of Series Y Convertible Debenture, incorporated by reference to exhibit 10.214 to the Company's current report on Form 8-K dated October 30, 1996 10.215 Form of Offshore Securities Subscription Agreement, incorporated by reference to exhibit 10.215 to the Company's current report on Form 8-K dated October 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. ----------------------------- (Registrant) /s/ Peter Morris ---------------------------------- Peter Morris President & Chief Operating Officer Dated: New York, New York October 31,1996