FORM 8-K
Securities and Exchange Commission
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) 3/27/97
GLOBALINK, INC.
(Exact Name of Registrant as specified in its Charter)
Delaware 33-60296 54-1473222
(State or other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
9302 Lee Highway, 12th Floor, Fairfax, Virginia 22031
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: 703-273-5600
Item 2. Acquisition or Disposition of Assets
Pursuant to the Subscription Agreement dated March 27, 1997, the Company sold
2,502 shares of Series A-3 Convertible Preferred Stock at $1,000.00 per share
for aggregate consideration of $2,502,000 to The Pangaea Fund Limited, a British
Virgin Islands Corporation.
Each share of Series A-3 Convertible Preferred Stock (the "Preferred Stock") is
convertible into such number of shares of Common Stock determined by dividing
(x) $1,000.00 by (y) the lower of (1) the product of (A) eighty-five percent
times (B) the arithmetic average of the Closing Price of the Common Stock on the
five consecutive trading days immediately preceding the Conversion Date or (2)
$3.44 (subject to equitable adjustments for stock splits, stock dividends,
combinations, recapitalizations, reclassifications and similar events). The
Preferred Stock was issued in three separate stock certificates of 834 shares
each. The three stock certificates may be converted on the ninetieth (90th), one
hundred twentieth (120th) and one hundred fiftieth (150th) day following the
Closing Date, respectively. In no event shall the number of shares of Common
Stock into which the Preferred Stock are convertible exceed twenty percent (20%)
of the shares of Common Stock of the Company outstanding as of the Closing Date.
On the date which is 730 days after the Issuance Date all of the shares of the
Preferred Stock then outstanding shall be converted into shares of Common Stock.
The Pangaea Fund Limited also received warrants to purchase 85,568 shares of
Common Stock of the Company exercisable at any time after the Closing Date at
$4.30 per share.
In connection with this transaction, Tanner Unman Securities, Inc., the
Placement Agent for the transaction, received warrants to purchase 25,020 shares
of Common Stock of the Company exercisable at any time after the Closing Date at
$3.44 per share. The Company has also agreed to issue warrants to purchase
20,000 shares of Common Stock at $4.30 per share to Prudential Securities
Incorporated in exchange for Prudential's agreement that Prudential would not be
entitled to any cash compensation in connection with the sale by the Company of
the Preferred Stock.
The Company has agreed, at its sole cost and expense, to file a registration
statement within thirty (30) days of the Closing Date on an appropriate form
with the United States Securities and Exchange Commission covering all shares of
Common Stock underlying the Preferred Stock, Warrants and Placement Agent
Warrants and to use its best efforts to have such registration statement
declared effective as soon as possible thereafter.
The transaction is exempt from registration under the Securities Act of 1933, as
amended, and Rule 506 promulgated thereunder.
Item 7. Financial Statements and Exhibits
Exhibits
3.01 Certificate of Designation of Series A-3
Preferred Stock
10.01 Subscription Agreement dated March 27, 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: April 7, 1997 GLOBALINK, INC.
By:/s/ Mark A. Paiewonsky
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Mark A. Paiewonsky
Chief Financial & Accounting
Officer