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
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Date of report: June 18, 1998
(Date of earliest event reported)
SIRCO INTERNATIONAL CORP.
(Exact name of Registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
0-4465 13-2511270
(Commission File No.) (I.R.S. Employer
Identification No.)
24 Richmond Hill Avenue
Stamford, Connecticut 06901
(Address of principal executive offices; zip code)
(203) 359-4100
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed Since Last Report)
Page 1 of 5 Pages
Item 5. Other Events.
On June 18, 1998, Sirco International Corp. (the "Registrant")
completed a private placement offering pursuant to Section 4(2) of the
Securities Act of 1933, as amended, to certain individual shareholders (the
"Private Placement Shareholders"), of the following securities: (i) an aggregate
of 700 shares of Series A preferred stock, par value $.10 per share (the
"Preferred Stock"), of the Registrant, and (ii) stock purchase warrants (the
"Warrants") for the purchase of an aggregate of 27,500 shares of common stock,
par value $.10 per share (the "Common Stock"), of the Registrant. The Warrants
have an exercise price of $4.00 per share, subject to adjustment, expire on June
30, 2001 and were issued pursuant to the terms of a Warrant Agreement in the
form filed as Exhibit 4.3 hereto. The aggregate purchase price paid by the
Private Placement Shareholders to the Registrant for the shares of Preferred
Stock and the Warrants was $658,000.
Each share of Preferred Stock is convertible into a number of shares of
Common Stock in accordance with the following formula:
1,000
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Conversion Price
where:
Conversion
Price = (A) prior to May 31, 1999, $3.33 or (B)
on or after May 31, 1999, the lesser of
(i) $3.33 or (ii) the average closing
share price of the Common Stock, as
reported by NASDAQ, for the twenty (20)
trading days immediately preceding May 31,
1999; provided, however, that in no event
shall the Conversion Price be less than
$1.66.
The shares of Common Stock issuable upon conversion of the Preferred
Stock and upon exercise of the Warrants are subject to the registration rights
set forth in a Shareholders' Agreement, dated as of June 18, 1998, among the
Registrant and the Private Placement Shareholders. The shares of Preferred Stock
issued to the Private Placement Shareholders are subject to the rights, terms
and provisions set forth in the Certificate of Designation, dated June 18, 1998,
of the Registrant.
Page 2 of 5 Pages
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) None.
(b) None.
(c) Exhibits.
Exhibit
Number Exhibit Title
- ------ -------------
4.1 Certificate of Designation of Series A Preferred Stock of the
Registrant.
4.2 Shareholders' Agreement, dated June 18, 1998, between the Registrant
and the Private Placement Shareholders.
4.3 Form of Warrant Agreement, dated June 18, 1998, from the Registrant
to the Private Placement Shareholders.
Page 3 of 5 Pages
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.
Dated: June 26, 1998
SIRCO INTERNATIONAL CORP.
(Registrant)
By: /s/ Paul H. Riss
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Paul H. Riss
Chief Financial Officer
Page 4 of 5 Pages
EXHIBIT INDEX
Exhibit
Number Exhibit Title
- ------ -------------
4.1 Certificate of Designation of Series A Preferred Stock of the
Registrant.
4.2 Shareholders' Agreement, dated June 18, 1998, between the Registrant
and the Private Placement Shareholders.
4.3 Form of Warrant Agreement, dated June 18, 1998, from the Registrant
to the Private Placement Shareholders.
Page 5 of 5 Pages