SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 30, 1995
BELMAC CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 1-10581 59-1513162
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4830 West Kennedy Boulevard, Suite 550, Tampa, FL 33609
(Address of Principal Executive Offices) (Zip Code)
(813) 286-4401
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
A. In September 1995 the Registrant issued and sold to certain
purchasers in a private placement (the "First Offering"), for an aggregate
purchase price of $720,000, 120,000 shares of its common stock, $.02 par value
(the "Common Stock"), and 12% promissory notes in the aggregate principal amount
of $720,000 (the "Notes") which become payable in full upon the earlier of July
31, 1996 or the closing of a public offering of the Registrant's securities (a
"Public Offering"). The Notes are convertible into shares of Common Stock, at
the option of the holders thereof, at a conversion price of $3.00 per share, for
an aggregate of up to 240,000 shares of Common Stock. The Notes are subject to
mandatory conversion if no Public Offering is completed by July 31, 1996. Copies
of the forms of Subscription Agreement and Investment Letter and 12% Convertible
Subordinated Promissory Note between the Registrant and each purchaser in
connection with the First Offering are filed as Exhibits 4.1 and 4.2,
respectively, to this Report on Form 8-K and the foregoing discussion thereof is
qualified in its entirety by reference thereto.
B. In October 1995 the Registrant issued and sold to certain
purchasers in a private placement (the "Second Offering", and, together with the
First Offering, the "Offerings"), for an aggregate purchase price of $1,050,000,
131,250 shares of Common Stock and 12% promissory notes in the aggregate
principal amount of $1,050,000 (the "A Notes") which become payable in full upon
the earlier of September 30, 1996 or the completion of a Public Offering. The A
Notes are subject to mandatory conversion, at a conversion price equal to the
average closing price for the Common Stock quoted on the American Stock Exchange
for the five trading days immediately preceding September 30, 1996, if no Public
Offering is completed by September 30, 1996. Copies of the forms of Subscription
Agreement and Investment Letter and 12% Convertible Subordinated Promissory Note
between the Registrant and each purchaser in connection with the Second Offering
are filed as Exhibits 4.3 and 4.4, respectively, to this Report on Form 8-K, and
the foregoing discussion thereof is qualified in its entirety by reference
thereto.
C. Reference is made to the press release issued by the
Registrant on November 3, 1995 (which is filed as Exhibit 99.1 to this Report on
Form 8-K and is incorporated herein by reference) respecting the Offerings.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements: not applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits:
Exhibit Number Description
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4.1 (1) Form of Subscription Agreement and Investment Letter
between the Registrant and each purchaser in connection
with the Registrant's First Offering.
4.2 Form of 12% Convertible Subordinated Promissory Note
made by the registrant for the benefit of each purchaser
in connection with the Registrant's First Offering.
4.3 (1) Form of Subscription Agreement and Investment Letter
between the Registrant and each purchaser in connection
with the Registrant's Second Offering.
4.4 Form of 12% Convertible Subordinated Promissory Note
made by the registrant for the benefit of each purchaser
in connection with the Registrant's Second Offering.
99.1 Press Release issued November 3, 1995 by the Registrant.
__________________________
(1) The exhibits to Exhibits 4.1 and 4.3 have been omitted and the Registrant
undertakes to provide them to the Securities and Exchange Commission upon
request.
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S I G N A T U R E
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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.
BELMAC CORPORATION
(Registrant)
Date: November 28, 1995 By: /s/ Michael D. Price
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Michael D. Price
Vice President & Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description Page Number
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4.1 (1) Form of Subscription
Agreement and
Investment Letter
between the Registrant
and each purchaser in
connection with the
Registrant's First
Offering.
4.2 Form of 12% Convertible
Subordinated Promissory
Note made by the
registrant for the benefit
of each purchaser in
connection with the
Registrant's First
Offering.
4.3 (1) Form of Subscription
Agreement and
Investment Letter
between the Registrant
and each purchaser in
connection with the
Registrant's Second
Offering.
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4.4 Form of 12% Convertible
Subordinated Promissory
Note made by the
Registrant for the benefit
of each purchaser in
connection with the
Registrant's Second
Offering.
99.1 Press Release issued
November 3, 1995 by the
Registrant.
_____________________________
(1) The exhibits to Exhibits 4.1 and 4.3 have been omitted and the Registrant
undertakes to provide them to the Securities and Exchange Commission upon
request.
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