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) September 25, 1996
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SI DIAMOND TECHNOLOGY, INC.
(Exact name of Registrant as specified in charter)
TEXAS 1-11602 76-0273345
(State of (Commission (IRS Employer
Incorporation) File Number) Identification Number)
12100 Technology Boulevard
Austin, Texas 78727
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (512) 331-6200
(Former name or former address, if changed since last report):
Not Applicable
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Item 5. Other Events
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On September 27, 1996, SI Diamond Technology, Inc. (the "Company")
amended its Amended and Restated Articles of Incorporation by reducing the Fixed
Conversion Price of the Company's Series E Preferred Stock from $6.75 to $3.00.
Each share of the Company's Series E Preferred Stock converted after September
27, 1996 shall be convertible into the number of shares of the Company's Common
Stock determined by dividing (i) the original issue price of the Series E
Preferred Stock plus an amount equal to 8% of the issue price per annum from the
date the escrow agent first had in its possession the funds representing payment
of the Series E Preferred Stock to the conversion date by (ii) the conversion
price, which is the lesser of $3.00 or 85% of the average closing bid price for
the Company's Common Stock for the five trading days immediately preceding the
conversion date. Any shares of Series E Preferred Stock outstanding on January
15, 1999 shall be automatically converted into the Company's Common Stock on
such date.
Pursuant to the terms of the agreement between the Company and the
remaining holders of the Series E Preferred Stock (the "Series E Agreement") in
which the Company agreed to change the Fixed Conversion Price for the Series E
Preferred Stock to $3.00, the holders of the Series E Preferred Stock agreed to
(i) convert shares of Series E Preferred Stock into an aggregate of
approximately 300,000 shares of the Company's Common Stock (the "Mandatory
Conversion Amount") and (ii) not convert any additional shares of the Series E
Preferred Stock until October 31, 1996, with the proviso that if the Company has
raised $1,000,000 in net proceeds from debt or equity sources prior to such
date, the holders shall not convert any Series E Preferred Stock until January
15, 1997. Additionally, if the Company does raise $1,000,000 from debt or equity
sources by October 31, 1996, the holders of the Series E Preferred Stock agreed
to only convert Series E Preferred Stock during the period from and including
January 15, 1997 to February 28, 1997 in an amount equal to one-third of the
shares held of record by each holder of Series E Preferred Stock on September
16, 1996, less the pro rata portion of the Mandatory Conversion Amount already
converted. The obligations of each holder of Series E Preferred Stock pursuant
to the Series E Agreement shall cease and be of no further effect at any time
after (i) the average closing bid price of the Company's Common Stock exceeds
$3.00 per share for five (5) consecutive trading days or (ii) Marc W. Eller
ceases to be employed by the Company in substantially the same capacity as he
occupies as of the date hereof.
Item 7. Financial Statements and Exhibits
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3.1 Amended and Restated Articles of Incorporation of SI Diamond
Technology, Inc. filed with the Secretary of State of Texas as of
September 27, 1996.
10.1 Form of Agreement by and among the Holders of the Company's Series E
Preferred Stock and the Company Concerning Agreements Relating to
Series E Preferred Stock.
SIGNATURES
Pursuant to the Securities Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereto duly authorized.
SI DIAMOND TECHNOLOGY, INC.
By: /s/ Douglas P. Baker
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Douglas P. Baker
Vice President and
Chief Financial Officer