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
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(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
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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
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Alexander T. Hoffmann
Chairman and Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Exhibit Name
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4.1 Form of 8% Convertible debenture Due 2002
10.1 Debenture and Warrant Purchase Agreement dated as of February 3, 1999