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) June 27, 1997
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Altris Software, Inc.
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(Exact name of registrant as specified in charter)
California 0-15935 95-3634089
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
9339 Carroll Park Drive, San Diego, California 92121
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (619) 625-3000
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Not applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
Altris Software, Inc., a California corporation (the "Company"), on
June 27, 1997 completed a private placement to Sirrom Capital Corporation, an
affiliate of Tandem Capital ("Purchaser") of (i) 3,000 shares of its newly
created Series D Convertible Preferred Stock with an aggregate stated value of
$3,000,000 (the "Convertible Preferred Stock") and (ii) its 11.5% Subordinated
Debenture due June 27, 2002 with a principal amount of $3,000,000 (the
"Subordinated Debenture"), for aggregate gross proceeds to the Company of
$6,000,000. The Company intends to use the proceeds received in the private
placement for general corporate purposes, including working capital.
A. CONVERTIBLE PREFERRED STOCK
The Series D Convertible Preferred Stock bears a dividend of 11.5% per
annum and is convertible into the Company's common stock at a conversion price
of $6.00 per share (subject to reset on June 27, 1999 to a lower conversion
price if the average closing price of the common stock on the 20 trading days
immediately prior to June 27, 1999 is less than $6.00 per share). The Company
may redeem any or all of the Convertible Preferred Stock at its stated value on
or after June 27, 1999 at any time the 20-day average of the closing price of
the common stock equals or exceeds $9.50 per share, and the Company may redeem
any or all of the Convertible Preferred Stock on or after June 27, 2002 at its
stated value irrespective of the trading price of its common stock. The
Certificate of Determination for the Convertible Preferred Stock contains
customary anti-dilution provisions.
B. SUBORDINATED DEBENTURE
The Subordinated Debenture, which was issued at 100% of par, provides
for quarterly interest payments with a maturity date of June 27, 2002. The
Company may prepay the Subordinated Debenture prior to maturity without penalty.
C. WARRANTS AND CONTINGENT WARRANTS
In connection with the issuance of the Subordinated Debenture, the
Company granted to Purchaser warrants to purchase 300,000 shares of its common
stock at an exercise price of $6.00 per share. In addition, the Company has
agreed to grant to Purchaser additional warrants to purchase 50,000 shares of
its common stock at an exercise price of $7.00 per share on June 27, 2000 if the
Subordinated Debenture then remains outstanding and on each anniversary
thereafter on which the Subordinated Debenture remains outstanding.
In connection with the issuance of the Convertible Preferred Stock,
the Company has agreed to grant to Purchaser warrants to purchase the following
number of shares of its common stock if the Convertible Preferred Stock remains
outstanding on each of the following dates: (i) 50,000 shares, at an exercise
price of $7.00 per share, on June 27, 2000 if the Convertible Preferred Stock
has not been redeemed or converted in full on or prior to June 27, 2000; (ii)
50,000 shares, at an exercise price of $7.00 per share, on June 27, 2001 if the
Convertible Preferred Stock has not been redeemed or converted in full on or
prior to June 27, 2001; (iii) 250,000 shares, at an exercise price equal to the
trading price per share at the issuance of the warrant, on July 17, 2002 if the
Convertible Preferred Stock has not been redeemed or converted in full on or
prior to July 17, 2002; and (iv) 250,000 shares, at an exercise price equal to
the trading price per share at the issuance of the warrant, on June 27, 2003 if
the Convertible Preferred Stock has not been redeemed or converted in full on or
prior to June 27, 2003.
Each warrant granted to Purchaser expires on the date that is five
years from the date of grant of such warrant.
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D. REGISTRATION RIGHTS
In connection with the issuance of the Convertible Preferred Stock,
the warrants to purchase 300,000 shares of common stock and the various
contingent warrants to purchase shares of common stock, the Company granted to
Purchaser certain registration rights for the underlying common stock as set
forth in the Registration Rights Agreement attached hereto as Exhibit 99.3.
Such registration rights include the right, subject to certain conditions, to
demand at any time and on up to three occasions that the Company register such
underlying shares for resale.
E. BOARD SEAT
In connection with the issuance of the Convertible Preferred Stock,
the Company agreed to increase the size of its Board of Directors by one and to
elect a designee of Purchaser to fill such vacancy, which the Company effected
shortly after closing. In addition, the Company agreed to include a designee of
Purchaser in management's slate of nominees to the Board of Directors for so
long as Purchaser or any affiliate of Purchaser holds at least 33% of the
Convertible Preferred Stock (approximately $1 million in stated value).
ITEM 7. EXHIBITS.
(c) Exhibits:
4.1 Certificate of Determination of Series D Convertible Preferred
Stock of the Company
4.2 11.5% Subordinated Debenture due June 27, 2002 in principal
amount of $3,000,000 issued by the Company to Purchaser on June
27, 1997
99.1 Convertible Preferred Stock Purchase Agreement, dated as of June
27, 1997, by and between the Company and Purchaser
99.2 Debenture Purchase Agreement, dated as of June 27, 1997, by and
between the Company and Purchaser
99.3 Registration Rights Agreement, dated as of June 27, 1997, by and
between the Company and Purchaser
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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: July 16, 1997
ALTRIS SOFTWARE, INC.
By: /s/ John W. Low
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John W. Low, Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Certificate of Determination of Series D Convertible Preferred
Stock of Altris Software, Inc.
4.2 11.5% Subordinated Debenture due June 27, 2002 in principal
amount of $3,000,000 issued by Altris Software, Inc. to Sirrom
Capital Corporation (d/b/a Tandem Capital) on June 27, 1997
99.1 Convertible Preferred Stock Purchase Agreement, dated as of June
27, 1997, by and between Altris Software, Inc. and Sirrom Capital
Corporation (d/b/a Tandem Capital)
99.2 Debenture Purchase Agreement, dated as of June 27, 1997, by and
between Altris Software, Inc. and Sirrom Capital Corporation
(d/b/a Tandem Capital)
99.3 Registration Rights Agreement, dated as of June 27, 1997, by and
between Altris Software, Inc. and Sirrom Capital Corporation
(d/b/a Tandem Capital)
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