SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 13, 2001
TANISYS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Wyoming 0-29038 74-2675493
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
12201 Technology Blvd., Suite 125
Austin, Texas 78727
(Address of principal executive offices) (Zip Code)
(512) 335-4440
(Registrant's Telephone Number, Including Area Code)
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Item 1. Changes in Control of Registrant
On August 13, 2001, Tanisys Technology, Inc., a Wyoming corporation ("Tanisys"
or the "Registrant") sold 2,575,000 shares of its Series A Preferred Stock for
$1.00 per share pursuant to a Series A Preferred Stock Purchase Agreement dated
August 13, 2001 (the " Purchase Agreement") to the Purchasers named therein,
including New Century Equity Holdings Corp., a Delaware corporation ("New
Century"), which purchased 1,000,000 shares of Series A Preferred Stock. Each
share of Series A Preferred Stock is initially convertible into 33.334 shares of
the Registrant's common stock. The amount of consideration paid by New Century
for the 1,000,000 shares it purchased was $1,000,000. The percentage of the
voting securities of the Registrant now beneficially owned directly or
indirectly by New Century is 30%. New Century has informed the Registrant that
the source of the funds it used to purchase the Series A Preferred Stock was
cash on hand.
Mr. Parris H. Holmes, Jr. serves as Chairman of the Board of Directors of both
New Century and the Registrant. Effective August 13, 2001, each of Mr. Gordon
Matthews and Mr. William D. Jobe resigned from their positions as members of the
board of directors of the Registrant, and Mr. David P. Tusa and Mr. Justin
Ferrero, both of whom were nominated by New Century, were appointed to the board
of directors. Subject to compliance with Section 14(f) of the Securities
Exchange Act of 1934, as amended, and with any other applicable law, New Century
will also have the right to replace Mr. Parris H. Holmes, Jr. with another
nominee of New Century.
In connection with the financing, the Registrant has agreed to make payments to
the holders of the Series A Preferred Stock, to the extent its cash flow meets
certain levels, until the holders have received the amount of their investment
in the Series A Preferred Stock. At the sole option of New Century, these
payments must be made by the Registrant's delivery of additional shares of
Series A Preferred Stock to the holders of the Series A Preferred Stock. The
Registrant has granted a security interest in all of its assets to secure its
obligation to make these payments, and has agreed to issue additional shares of
Series A Preferred Stock equal to 50% of the then fully diluted common stock to
the holders if the Registrant fails to return the amount of their investment,
plus cumulative dividends at the rate of 15% annually, by July 15, 2003. At the
sole option of New Century, dividend payments must be made by the Registrant's
delivery of additional shares of Series A Preferred Stock to the holders of the
Series A Preferred Stock. The Registrant has also agreed to issue, at up to six
different times, additional shares of Series A Preferred Stock to the holders of
the Series A Preferred Stock equal to 25% of the then fully diluted common stock
if the Registrant fails to meet any of certain financial requirements for six
periods of time, beginning with the quarters ending September 30, 2001 and
December 31, 2001, and then for the four six-month periods ending June 30, 2002,
December 31, 2002, June 30, 2003 and December 31, 2003. If the slowdown in the
worldwide semiconductor industry continues, the Registrant may not meet one or
more of the specified financial targets, thus triggering the issuance of
additional shares of Series A Preferred Stock. Each failure to meet any one of
several financial requirements in any of the six periods will result in the
Registrant being
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required to issue additional shares of Series A Preferred Stock, for no
additional consideration, to the holders of the Series A Preferred Stock.
The Registrant has agreed to call a special meeting of its shareholders to vote
on a proposal to authorize additional common stock so as to permit the
conversion of the Series A Preferred Stock. The holders of the Series A
Preferred Stock will be entitled to vote with the holders of the common stock at
the special meeting, and will control sufficient votes to approve the proposal.
If the Registrant issues all of the shares of Series A Preferred Stock that it
could potentially be required to issue pursuant to the Purchase Agreement, and
if New Century continues to hold all shares of Series A Preferred Stock it
acquires as described above, the percentage of the voting securities of the
Registrant then beneficially owned directly or indirectly by New Century would
be approximately 38% by January 31, 2004, assuming that the Registrant issues no
other equity securities.
The following exhibit is filed as part of this report.
Exhibit No. Description
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3.3 Form of Amendment to Amended and Restated Articles of
Incorporation of the Registrant
99.3 Series A Preferred Stock Purchase Agreement dated August 13,
2001 by and among the Registrant and the Purchasers named
therein
99.4 Promissory Note dated August 13, 2001 made by the Registrant
in favor of the Purchasers identified therein
99.5 Security Agreement - Pledge of Tangible and Intangible Assets
dated August 13, 2001 between the Registrant and New Century
Equity Holdings Corp., for itself and as agent for the
Purchasers identified therein
99.6 Registration Rights Agreement dated August 13, 2001 between
the Registrant and New Century Equity Holdings Corp. and the
other Purchasers identified in the Series A Preferred Stock
Purchase Agreement filed as Exhibit 99.3
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SIGNATURE
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, thereunto duly authorized.
TANISYS TECHNOLOGY, INC.
Date: August 13, 2001 By: /s/ CHARLES T. COMISO
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Charles T. Comiso
Chief Executive Officer, President and
Director
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EXHIBIT INDEX
Exhibit No. Description
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3.3 Form of Amendment to Amended and Restated Articles of
Incorporation of the Registrant
99.3 Series A Preferred Stock Purchase Agreement dated August 13,
2001 by and among the Registrant and the Purchasers named
therein
99.4 Promissory Note dated August 13, 2001 made by the Registrant
in favor of the Purchasers identified therein
99.5 Security Agreement - Pledge of Tangible and Intangible Assets
dated August 13, 2001 between the Registrant and New Century
Equity Holdings Corp., for itself and as agent for the
Purchasers identified therein
99.6 Registration Rights Agreement dated August 13, 2001 between
the Registrant and New Century Equity Holdings Corp. and the
other Purchasers identified in the Series A Preferred Stock
Purchase Agreement filed as Exhibit 99.3
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