SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 Between October 4, and October 7, 1996, the Registrant ("Management Technologies, Inc." or "the Company") placed $3,050,000 of its Series Z 9% convertible debenture (the "Series Z Debenture"), maturing August 31, 1997, with various parties, pursuant to a resolution of the Company's Board of Directors. The Series Z Debenture amounts placed and subscribers are as follows: FT Trading Company $100,000 UFH Endowment Ltd. $300,000 Asia Equities, Inc. $100,000 Michael Pollack $50,000 Passy Holding $200,000 Avron Finanz $450,000 Guarantee & Financing Corp. $100,000 Albert Yanni $200,000 Eli Gutnick $100,000 Anthony Friedman $100,000 Lampton, Inc. $200,000 Mifal Klita $550,000 Lily Katz $150,000 Gesher Trading Ltd. $100,000 Emes Foundation $100,000 UFH Endowment Ltd. $150,000 Michael Pollack $50,000 Equivest Premier Holdings, Inc. $50,000 The Series Z Debenture is convertible at the lower of (i) 85% 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 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 10% of the gross proceeds to Select Capital Advisors, Inc. as compensation for arranging the placement of its Series Z Debenture. Select Capital Advisors, Inc. is not an affiliate of the Company. ITEM 7. EXHIBITS 10.216 Form of Series Z Convertible Debenture 10.217 Form of Offshore Securities Subscription Agreement 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