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) 8/4/97
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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 May 1, 1997, SI Diamond Technology, Inc. (the "Company") filed an
Amendment to its Amended and Restated Articles of Incorporation regarding the
Company's Series E Preferred Stock (the "Series E Amendment") with the Secretary
of State of the State of Texas. The Series E Amendment 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. All defined
terms relating to the description of amendments to the Series E Preferred shall
have the same meanings as set forth in the amendment to the Series E Preferred,
which are contained in Exhibit 3(I)(1) to this Current Report on Form 8-K and
incorporated by reference herein.
The terms of the Series E Preferred were amended as follows:
1. (a) Each holder of Series E Preferred may convert up to 12% of the
aggregate shares of Series E Preferred held by such Holder as of April
21, 1997 at a Conversion Price of $ 0.6429.
(b) In addition to the 12% of shares which may be converted above,
each Holder may convert any and all remaining shares of Series E
Preferred held by such Holder at a Conversion Price equal to $1.50.
2. In addition, for each calendar month commencing with April 1997, if
the average of the Closing Bid Prices of the Company's Common Stock
for all of the trading days for such calendar month is less than
$1.00, then the Company shall redeem shares of Series E Preferred held
by each Holder in an amount equal to the lesser of (1) 7% of the
aggregate shares of Series E Preferred held by such Holder as of April
21, 1997, or (2) all shares of Series E Preferred then held by such
Holder. The redemption price for such shares of Series E Preferred
Stock to be redeemed with respect to any month pursuant to this
provision only shall be the Original Series E Issue Price plus the
accrued Premium. Payment for such redeemed shares of Series E
Preferred shall be made within ten (10) business days after the last
day of such calendar month, at the option of the Company, in cash or
in shares of the Common Stock (valued at the average of the Closing
Bid Prices of the Company's Common Stock for all trading days for such
calendar month). Any shares of Common Stock issued pursuant to this
section shall be included in the Registration Statement which covers
the shares of Common Stock into which the Series E Preferred are
convertible.
On August 4, 1997, the Company filed an Amendment to its Amended and
Restated Articles of Incorporation regarding the Company's Series F Preferred
Stock (the "Series F Amendment") with the Secretary of State of the State of
Texas. The Series F Amendment amended certain terms of the Company's Series F
Preferred Stock ("Series F Preferred"), which amendments were approved by a vote
of the Holders of the Series F Preferred. All defined terms relating to the
description of amendments to the Series F Preferred shall have the same meanings
as set forth in the amendment to the Series F Preferred, which are
contained in Exhibit 3(I)(2) to this Current Report on Form 8-K and incorporated
by reference herein.
The terms of the Series F Preferred were amended as follows:
1. The Fixed Conversion Price was lowered from $1.75 to $1.50.
2. (a) Each Holder may convert up to 12.5% of the aggregate number of
shares of Series F Preferred held by such Holder as of July 14, 1997
during the month of July 1997 and an additional 12.5% of such amount
during August 1997. These shares shall be converted at the Conversion
Price as calculated pursuant to the Certificate of Designation, as
amended herein.
(b) In addition to the 12.5% that can be converted in July 1997 and the
12.5% that can be converted in August 1997 at the calculated Conversion
Price, each Holder of Series F Preferred may convert, at any time, any
and all remaining shares of Series F Preferred held by such Holder at a
Conversion Price equal to $1.50.
3. In addition, for each calendar month commencing with July 1997, if the
average of the Closing Bid Prices of the Company's Common Stock for all
the trading days for such calendar month is less than $1.00, then the
Holder may require the Company to convert shares of the Series F
Preferred held by such Holder in an amount equal to the lesser of (1)
7% of the aggregate shares of Series F Preferred held by such Holder as
of July 14, 1997 or (2) all shares of Series F Preferred Stock then
held by such Holder. For shares of Series F Preferred submitted to the
Company under the terms of this provision, the Company shall have the
option of redeeming the shares submitted upon notice to the Holders
within one (1) business day of the receipt of notice from the Holder
exercising the rights of this provision. If the Company does exercise
its option to redeem, the redemption price shall be the equivalent of
115% of the sum of the original Series F Issue Price plus any accrued
interest under the terms of the Certificate of Designation, as amended.
If the Company does not exercise its right to redeem under this
provision, then the shares of Series F Preferred shall be converted
into shares of the Company's Common Stock (valued at the average of the
Closing Bid Prices of the Company's Common Stock for all trading days
for such calendar month). The payment of such redemption price or the
shares of Common Stock to be received upon conversion pursuant to the
terms of this provision shall be delivered to the Holder of Series F
Preferred within ten (10) business days of the receipt by the Company
of notice from such Holder exercising his rights under the terms of
this provision. Any shares of Common Stock issued pursuant to these
provisions shall be included in the Registration Statement which covers
the shares of Common Stock into which the Series F Preferred are
convertible.
4. If the Closing Bid Price of the Corporation's Common Stock does not
exceed $1.50 by October 12, 1997, the Company agrees to renegotiate the
conversion terms of the Series F Preferred with its Holders.
Item 7. Financial Statements and Exhibits
Exhibit (3)(I)(1) Amendment to 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
May 1, 1997.
Exhibit (3)(I)(2) Amendment to 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
August 4, 1997.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 6, 1997
SI DIAMOND TECHNOLOGY, INC.
By: /s/ Douglas P. Baker
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Douglas P. Baker
Vice President and
Chief Financial Officer