SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) February 9, 1999 IMSCO Technologies Inc. (Exact name of registrant as specified in its charter) Delaware 0-24520 04-3021770 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 40 Bayfield Drive, North Andover, Massachusetts 01845 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (978) 689-2080 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On February 9, 1999, IMSCO Technologies, Inc. (the "Company") completed a private offering of $600,000 of Convertible Debentures due January 31, 2002 (the "Debentures") and 120,000 Common Stock Purchase Warrants exercisable at $1.50 per share for a period ending January 31, 2002 (the "Warrants"). The Debentures and Warrants were issued and sold to one investor in accordance with Securities and Exchange Commission Regulation D and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements thereof. The Debentures are unsecured obligations of the Company and will mature on January 31, 2002. Interest on the Debentures is payable quarter-annually on February 1, May 1, August and November 1 of each year, commencing May 1,1999. Interest at the Company's option may be paid in cash or in common stock of the Company. The investor may convert the Debentures into shares of common stock at a price equal to the lesser of (i) 75% of the Market Price (as defined in the Purchase Agreement below) on the conversion notice date, or (ii) $1.00 per share; provided that the investor shall not acquire 10% or more of the outstanding shares of common stock of the Company, through conversion or otherwise, except in the event of a tender offer or merger or acquisition of the Company. The Warrants permit the holder to acquire 120,000 shares of Common Stock at an exercise price of $1.50 per share for a period ending January 31, 2002. The Warrants contain certain standard anti-dilution provisions. The Holder has certain demand registration rights and piggy-back registration rights with respect to the Common Stock issuable upon exercise of the Warrants and the Common Stock issuable upon conversion of the Debentures. The net proceeds of the offering, after deducting underwriting discounts and commissions and expenses payable by the Company, were approximately $522,000. The Company expects to use the net proceeds of the offering to repay certain indebtedness of the Company and for working capital and general corporate purposes. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit Number Exhibit Name ------ ------------ 4.1 Form of 8% Convertible debenture Due 2002 10.1 Debenture and Warrant Purchase Agreement dated as of February 3, 1999 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. Dated: February 19, 1999 IMSCO TECHNOLOGIES, INC. By: /s/ Alexander T. Hoffmann ------------------------------------ Alexander T. Hoffmann Chairman and Chief Executive Officer EXHIBIT INDEX Exhibit Number Exhibit Name ------ ------------ 4.1 Form of 8% Convertible debenture Due 2002 10.1 Debenture and Warrant Purchase Agreement dated as of February 3, 1999