SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A SECOND 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 14, 1996 ------------------ (Date of earliest event reported) : (July 22, 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 July 22 and August 23, 1996, the Registrant ("Management Technologies, Inc." or "the Company") placed $1,800,000 of its Series X 9% convertible debenture (the "Series X Debenture"), maturing December 31, 1997, with various parties, pursuant to a resolution of the Company's Board of Directors. The amounts placed, placement date and the Series X Debenture subscribers are as follows: July 22, 1996 UC Financial Ltd. $200,000 July 22, 1996 Paril Holding $250,000 July 22, 1996 G.B.J. inc. $100,000 July 23, 1996 UC Financial Ltd. $200,000 July 30, 1996 Torah Vachesed Le'zra Vesad $400,000 August 1, 1996 Hershel Goldberg $100,000 August 6, 1996 FT Trading $100,000 August 06, 1996 Hirsch Kraus $100,000 August 23, 1996 Invirza S.A. $300,000 August 23, 1996 Henza Koening $25,000 August 23, 1996 Irwin Taiger $25,000 The Series X Debenture is convertible at the lower of 65 % 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 65 % 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 Venture Guarantee Limited as compensation for arranging the placement of its Series X Debenture. Venture Guarantee Limited is not an affiliate of the Company. The following Series X debentures have been presented for conversion: Conversion Holder Conversion Conversi Date Amount on Shares September 9, 1996 Paril Holding $100,000 410,341 September 16, 1996 UC Financial $100,000 523,834 September 18, 1996 UC Financial $100,000 547,046 September 16, 1996 Paril Holding $150,000 785,752 September 18, 1996 Torah Vachesed Lezra $125,000 683,807 Vesad September 18, 1996 GBJ, Inc. $100,000 547,046 September 18, 1996 UC Financial $75,000 410,256 September 19, 1996 UC Financial $100,000 535,103 September 16, 1996 Goldberg $100,000 523,834 October 1, 1996 FT Trading $50,000 307,692 October 4, 1996 Hirsch Kraus $60,000 447,761 October 11, 1996 FT Trading $25,000 219,780 October 14,1996 Irwin Taiger $25,000 211,864 October 14,1996 Henza Koenig $25,000 211,864 October 16, 1996 Torah Vachesed Lezra $50,000 492,611 Vesad October 22, 1996 Hirsch Kraus $40,000 492,308 October 23, 1996 FT Trading $25,000 307,692 October 23, 1996 Torah Vachesed Lezra $50,000 615,385 Vesad October 24, 1996 Torah Vachesed Lezra $75,000 879,250 Vesad October 24, 1996 UC Financial $25,000 294,118 ITEM 7. EXHIBITS 10.212 Form of Series X Convertible Debenture incorporated by reference to exhibit 10.212 to the Company's current report on Form 8-K dated August 9, 1996. 10.213 Form of Offshore Securities Subscription Agreement incorporated by reference to exhibit 10.213 to the Company's current report on Form 8-K dated August 9, 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 November 14, 1996