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) 2/14/96
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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
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On February 14, 1997, SI Diamond Technology, Inc. (the "Company") filed an
Amended and Restated Articles of Incorporation (the "Restated Articles") with
the Secretary of State of the State of Texas. These Restated Articles amended
certain terms of the Company's Series E Preferred Stock ("Series E Preferred"),
which amendments were approved by a vote of the Holders of the Series E
Preferred.
The terms of the Series E Preferred were amended as follows:
1. The Conversion Price of the Series E Preferred were amended by (a)
making two-thirds (2/3) of the Series E Preferred convertible at the
lesser of $3.00 or 85% of the average of the Closing Bid Price of the
Company's Common Stock for the 5 trading days immediately preceding
conversion; provided, however, that the fixed conversion price of $3.00
shall be reduced to $2.75 after April 15, 1997, if the arithmetic
average of the Closing Bid Price for the Company's Common Stock for the
5 trading day period immediately preceding April 1, 1997 is less than
$3.00; and (b) making one-third (1/3) of the Series E Preferred
convertible at the lesser of $1.875 or 85% of the average of the Closing
Bid Price of the Company's Common Stock for the 5 trading days
immediately preceding conversion.
2. (a) After February 14, 1997, each Holder of Series E Preferred may
convert up to 1/3 of the shares of Series E Preferred held by such
Holder as of January 16, 1997;
(b) After March 15, 1997, each Holder of Series E Preferred may convert
up to an additional 12.5% of the shares of Series E Preferred held by
such Holder as of January 16, 1997;
(c) In addition, after March 15, 1997, each Holder of Series E Preferred
may also convert on any date after March 15, 1997, a cumulative number
of shares of Series E Preferred equal to the product of (i) the number
of days from March 15, 1997 through and including the conversion date,
(ii) .4067% and (iii) the number of shares of Series E Preferred Stock
held by such Holder as of January 16, 1997.
However, each Holder of Series E Preferred may convert any and all
shares of Series E Preferred then held by such Holder at any time after
either (x) the average of the Closing Bid Price of the Company's Common
Stock for 5 consecutive trading days exceeds $3.00 or (y) Marc W. Eller
ceases to be employed by the Company in substantially the same capacity
as he occupies as of January 16, 1997.
3. The Holders of Series E Preferred shall, in no event, be entitled to
convert shares of Series E Preferred, which upon conversion, would cause
the aggregate number of shares of Common Stock beneficially owned by
such Holder and its affiliates to exceed 4.9% of the outstanding shares
of Common Stock of the Company following such conversion.
Item 7. Financial Statement and Exhibits
Exhibit 3.1 Amended and Restated Articles of Incorporation of SI Diamond
Technology, Inc. as filed with the Secretary of State of the
State of Texas as of February 14, 1997.
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.
Date: February 14, 1997
SI DIAMOND TECHNOLOGY, INC.
By: /s/ Douglas P. Baker
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Douglas P. Baker
Vice President and
Chief Financial Officer