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) 6/10/98
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 Unit Purchase Agreement dated June 10, 1998, the Company sold 22
Units at $100,000 per Unit for aggregate consideration of $2,200,000 to 26
individual accredited investors.
Each Unit consists of a $100,000 principal amount 10% Convertible Debenture (the
"Debenture") and 23,000 common stock purchase warrants (the "Warrants") to
purchase 23,000 shares of common stock of the Company (the "Common Stock") at an
exercise price of $2.50 per share of Common Stock for a period of five years
from the date of closing.
The holders of the Debentures shall have the right, at any time, to convert all
or part of the principal amount of each Debenture, but not interest accrued
thereon, into shares of Common Stock at a price, subject to adjustment, equal to
$2.00 per share. The Debentures may be redeemed in full, but not in part, by the
Company after 25 months if the closing bid price of Common Stock is at least
$4.00 per share for 20 consecutive trading days. On June 10, 2003, any
outstanding Convertible Debentures shall automatically convert into shares of
Common Stock. Interest on each Debenture shall accrue at a rate of 10% per annum
and is payable in cash annually.
Each Warrant will entitle the holder to purchase on share of Common Stock
("Warrant Shares") during the five-year period commencing on the date of closing
at a price, subject to adjustment, equal to $2.50 per share. The terms of the
Warrants also allow the holders to make a cashless exercise. The Company may
redeem the Warrants at any time after the 25-month anniversary from the closing
for a redemption price of $.01 per Warrant, if the closing bid price per share
of Common Stock has been at or above 200% of the exercise price for 20
consecutive trading days.
The Company agreed to pay to M.H. Meyerson & Co., Inc., the placement agent for
the transaction, a fee equal to 10% of the aggregate Unit Purchase Price, or
$220,000. In addition, the Company issued five year warrants to purchase 220,000
shares of Common Stock at an exercise price of $2.20, subject to adjustment.
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
4.1(f) Form of 10% Convertible Debenture dated June
10, 1998
4.1(g) Form of Warrant for the Purchase of Shares
of Common Stock of Globalink, Inc., dated
June 10, 1998
4.1(h) Form of Placement Agent Warrant for the
Purchase of Shares of Common Stock of
Globalink, Inc., dated June 10, 1998
10.01 Agency Agreement between M.H. Meyerson &
Co., Inc., and the Company dated May 28,
1998
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: June 25, 1998 GLOBALINK, INC.
By:/S/Mark A. Paiewonsky
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Mark A. Paiewonsky
Chief Financial &
Accounting Officer