SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
FIFTH 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 : November 13, 1996
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(Date of earliest event reported): (December 15, 1995 )
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MANAGEMENT TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its Charter)
NEW YORK
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(State or 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 executive offices Zip Code
(212) 557-0022
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Registrant's telephone number, including area code
ITEM 5. OTHER EVENTS
On December 15, 1995, Management Technologies, Inc. ("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 original aggregate amount of
$6,000,000, maturing on December 31, 1997, pursuant to a resolution of the
Company's Board of Directors. Under the Letter Agreement, the Debentures were
to be subscribed in four tranches as follows:
1. The Series A Debentures, in the original amount of $1,250,000 were 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.
The Company met the conditions precedent for the closing of the Series A
debentures as evidenced in letters dated December 15, 1995 and annexed
hereto as Exhibits 10.181 and 10.182. The amount of the Series A
Debentures was increased to $1,950,000 by letter agreement dated December
22, 1995. The 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. On
December 29, 1995, the Company completed all of the transactions wherein
the Company issued six Series A Debentures in the aggregate amount of
$1,850,000 as follows:
HOLDER AMOUNT CLOSING DATE
Torah $600,000 December 20,
Vachesed 1995
Lezra Vesad
Shulamit $550,000 December
Pritzker 20,1995
Dovasar $200,000 December 29,
S.A. 1995
Aaron Meyer $400,000 December
Gee 22,1995
Chava $100,000 December 29,
Fischman 1995
The following tranch "A" debentures have been presented for conversion:
CONVERSION CONVERSION
DATE HOLDER AMOUNT SHARES
February 8, 1996 Schulamit Pritzker $120,000 256,000
February 20, 1996 Torah Vachesed Lezra Vesad $300,000 625,000
February 26, 1996 Shulamit Pritzker $200,000 416,667
March 4, 1996 Torah Vachesed Lezra Vesad $300,000 625,000
March 4, 1996 Dovasar S.A. $200,000 416,667
March 4, 1996 Chava Fischman $100,000 208,333
April 22, 1996 Aron Meyer Gee $250,000 520,833
September 18, 1996 Aron Meyer Gee $150,000 853,336
September 18, 1996 Shulamit Pritzker $125,000 711,111
2. The Series B Debentures, in the amount of $1,500,000 were 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. The Series B
Debentures 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. On February 16, 1996, the
Company completed transactions wherein the Company issued Series B
Debentures in the aggregate amount of $1,500,000 as follows:
HOLDER AMOUNT CLOSING DATE
Henry Zieleniec $300,000 January 25, 1996
Raphael Lapidus $100,000 January 29, 1996
Miriam Herzel $100,000 January 29, 1996
Yosef Yud $400,000 January 29, 1996
Menachem Begun $450,000 January 29, 1996
Shulamit Pritzker $150,000 February 16, 1996
On March 12, 1996, the Company filed a Quarterly Report on Form 10-QSB with
the Securities and Exchange Commission showing a net profit of $17,000 for
the quarter ended January 31, 1996.
The following tranch "B" debentures have been presented for conversion:
CONVERSION CONVERSION
DATE HOLDER AMOUNT SHARES
July 19, 1996 Menachem Begun $450,000 1,238,987
September 10, 1996 Josef Yud $217,100 1,759,847
September 18, 1996 Henry Zieleniec $300,000 1,706,667
September 18, 1996 Shulamit $150,000 853,334
Pritzker
October 24, 1996 Joseph Yud $200,000 2,602,096
October 24, 1996 Miriam Herzel $100,000 1,301,048
October 24, 1996 Raphael Lapidus $100,000 1,301,048
3. The Series C Debentures, in the original amount of $1,500,000 was 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
recognisable on or prior to April 30, 1996. The Company met said
condition by the closing of software sales to Cariplo and Landes Rheinland
Pflaz which will generate $2,400,000 in gross revenue, of which $1,600,000
will be recognized on or prior to April 30, 1996. The Board of Directors
of the Company resolved to approve an amendment to the terms and amount of
the Series C Debentures, and pursuant to said resolution, the Company, ITF
and Select Capital agreed to amend the Letter Agreement to increase Tranch
"C" to $3,550,000 and to amend the Tranch "C" conversion terms to the lower
of $0.85 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
from 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. On March 26, 1996, the Company completed transactions
wherein the Company issued Series C Debentures in the aggregate amount of
$3,550,000 as follows:
HOLDER AMOUNT CLOSING DATE
Shulamit Pritzker $650,000 February 28, 1996
Joseph Weinburg $500,000 February 28, 1996
Torah Vachesed Lezra $400,000 February 28, 1996
Vesad
Josef Yud $500,000 February 28, 1996
Aaron Meyer Gee $500,000 February 28, 1996
Dovasar S.A. $500,000 February 28, 1996
Israel Daniel Levy $190,000 March 26, 1996
Josef Yud $110,000 March 26, 1996
Mary Park Properties, $200,000 March 26, 1996
Ltd.
The following tranch "C" debentures have been presented for conversion:
CONVERSION CONVERSION
DATE HOLDER AMOUNT SHARES
April 25, 1996 Schulamit Pritzker $650,000 1,116,780
May 8, 1996 Aaron Meyer Gee $500,000 895,106
May 8, 1996 Josef Yud $175,000 313,339
May 24, 1996 Torah Vachesed $100,000 185,508
Lezra Vesad
May 28, 1996 Josef Yud $175,000 334,381
July 2, 1996 Daniel Levy $102,400 227,950
July 10, 1996 Torah Vachesed $300,000 711,111
Lezra Vesad
July 25, 1996 Joseph Weinburg $500,000 1,333,333
July 21, 1996 Dovasar S.A. $500,000 1,362,027
July 19, 1996 Israel Daniel Levy $92,587 254,863
September 6, 1996 Joseph Yud $104,290 351,292
September 10, 1996 Joseph Yud $52,404 235,358
September 18, 1996 Mary Park $62,640 356,351
Properties
October 24, 1996 Joseph Yud $110,000 1,412,045
October 24, 1996 Mary Park $140,000 1,797,148
Properties
4. Series D Debenture, in the original amount of $1,750,000 was due to close
on or prior to May 15, 1996, at the option of the Company and at the option
of ITF and Select Capital, 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 Board of Directors
of the Company resolved to approve an amendment to the terms and amount of
the Series D Debentures, and pursuant to said resolution, the Company, ITF
and Select Capital agreed to amend the Letter Agreement to increase Tranch
"D" to $3,000,000 and to amend the Tranch "D" conversion terms to the lower
of $0.60 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
from 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 May 20, 1996, the Company completed transactions
wherein the Company issued one Series D Debentures as follows:
HOLDER AMOUNT CLOSING DATE
Michal Afi $500,000 May 20, 1996
The D debenture was presented for full conversion on September 18, 1996.
2,844,445 conversion shares were issued to the note holder.
The Debentures are all due and payable on December 31, 1997, and all
principal and interest is convertible by the Holders thereof into Shares. The
conversion period starts 45 days from the closing date of the respective
Debenture issuances and ends on the maturity date of the respective Debentures.
In the event that the Debentures are not converted by the Holders thereof 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.
The Company agreed to pay 5% of face amount of all Debentures ("Gross
proceeds") to ITF, 5% of Gross Proceeds Select Capital, 3% of Gross Proceeds to
Barrocas & Behzadi Investments and 0.5% to London Select Enterprises Ltd. In
addition, the Company agreed to issue to Barrocas & Behzadi that number of
shares equivalent to 1% of the Gross Proceeds, with a share price 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 Gross
Proceeds 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. The
Company issued the following warrants to purchase common shares, as directed by
ITF and Select Capital:
DATE ISSUED TO: NUMBER OF
WARRANTS
01/18/96 London Select Enterprises, Ltd 92,500
01/18/96 First Geneva Holding, Inc. 92,500
03/26/96 London Select Enterprises, Ltd 152,500
03/26/96 First Geneva Holding, Inc. 152,500
The Company issued the following shares as directed by Barrocas & Behzadi
Investments:
DATE ISSUED TO: NUMBER OF
SHARES
05/31/96 Fahrad Behzadi 27,600
05/31/96 Jacob Barrocas 27,600
05/31/96 Kevin Smokowski 36,800
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 19, 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 Aaron 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 Aaron
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 Fischman,
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 Zieleniec,
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. (*)
10.159 Letter Agreement between the Company, ITF and Select Capital
dated February 28, 1996 (**)
10.160 Copy of 9% Convertible C Debenture issued to Shulamit Pritzker,
dated February 28, 1996. (**)
10.161 Copy of Escrow Agreement with Barry B. Globerman, dated February
28, 1996. (**)
10.162 Copy of a Treasury Order dated February 27, 1996 (**)
10.163 Copy of an Offshore Securities Subscription Agreement with
Shulamit Pritzker dated February 27, 1996. (**)
10.164 Copy of 9% Convertible C Debenture issued to Joseph Weinburg,
dated February 28, 1996. (**)
10.165 Copy of Escrow Agreement with Barry B. Globerman, dated February
28, 1996. (**)
10.166 Copy of a Treasury Order dated February 28, 1996 (**)
10.167 Copy of an Offshore Securities Subscription Agreement with Joseph
Weinburg dated February 28, 1996. (**)
10.168 Copy of 9% Convertible C Debenture issued to Torah Vachesed Lezra
Vesad, dated February 28, 1996. (**)
10.169 Copy of Escrow Agreement with Barry B. Globerman, dated February
27, 1996. (**)
10.170 Copy of a Treasury Order dated February 27, 1996 (**)
10.171 Copy of an Offshore Securities Subscription Agreement with Torah
Vachesed Lezra Vesad, dated February 28, 1996. (**)
10.172 Copy of 9% Convertible C Debenture issued to Yosef Yud, dated
February 28, 1996. (**)
10.173 Copy of Escrow Agreement with Barry B. Globerman, dated February
28, 1996. (**)
10.174 Copy of a Treasury Order dated February 28, 1996. (**)
10.175 Copy of an Offshore Securities Subscription Agreement with Yosef
Yud, dated February 28, 1996. (**)
10.176 Copy of 9% Convertible C Debenture issued to Aaron Meyer Gee,
dated February 28, 1996. (**)
10.177 Copy of Escrow Agreement with Barry B. Globerman, dated February
28, 1996. (**)
10.178 Copy of a Treasury Order dated February 28, 1996. (**)
10.179 Copy of an Offshore Securities Subscription Agreement with Aaron
Meyer Gee, dated February 28, 1996. (**)
10.180 Copy of 9% Convertible C Debenture issued to Dovasar S.A., dated
February 29, 1996. (**)
10.181 Copy of Escrow Agreement with Barry B. Globerman, dated February
29, 1996. (**)
10.182 Copy of a Treasury Order dated February 29, 1996. (**)
10.183 Copy of an Offshore Securities Subscription Agreement with
Dovasar S.A., dated February 29, 1996. (**)
10.184 Letter from Management Technologies, Inc. to Barry B. Globerman
dated December 15, 1995. (**)
10.185 Letter from MTi Abraxsys Systems, Inc. to Management
Technologies, Inc. dated December 15, 1995. (**)
10.187 Copy of 9% Convertible C Debenture issued to Israel Daniel Levy,
dated March 26, 1996. (***)
10.188 Copy of Escrow Agreement with Barry B. Globerman, dated March 26,
1996. (***)
10.189 Copy of a Treasury Order dated March 26, 1996 (***)
10.190 Copy of an Offshore Securities Subscription Agreement with Israel
Daniel Levy, dated March 26, 1996. (***)
10.191 Copy of 9% Convertible C Debenture issued to Joseph Yud, dated
March 26, 1996. (***)
10.192 Copy of Escrow Agreement with Barry B. Globerman, dated March 26,
1996. (***)
10.193 Copy of a Treasury Order dated March 26, 1996 (***)
10.194 Copy of an Offshore Securities Subscription Agreement with Joseph
Yud, dated March 26, 1996. (***)
10.195 Copy of 9% Convertible C Debenture issued to Mary Park
Properties, Ltd., dated March 26, 1996. (***)
10.196 Copy of Escrow Agreement with Barry B. Globerman, dated March 26,
1996. (***)
10.197 Copy of a Treasury Order dated March 26, 1996 (***)
10.198 Copy of an Offshore Securities Subscription Agreement with Mary
Park Properties, Ltd., dated March 26, 1996. (***)
10.199 Copy of 9% Convertible D Debenture issued to Michal Alif, dated
May 2, 1996 . (***)
10.200 Copy of Escrow Agreement with Barry B. Globerman, dated May 2,
1996. (***)
10.201 Copy of a Treasury Order dated May 2, 1996 (***)
10.202 Copy of an Offshore Securities Subscription Agreement with Michal
Alif, dated May 2, 1996. (***)
(*) incorporated by reference to exhibit likewise numbered to the Company's
current report on Form 8-K filed on February 8, 1996.
(**) incorporated by reference to exhibit likewise numbered to the Company's
current report on Form 8-KA filed on March 27, 1996.
(***) incorporated by reference to exhibit likewise numbered to the Company's
current report on Form 8-KA filed on July 11, 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
November 13, 1996