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): December 6, 2001
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ATLANTIC TECHNOLOGY VENTURES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27282 36-3898269
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
350 Fifth Avenue
Suite 5507 10118
New York, New York (Zip code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (212) 267-2503
Item 5. Other Events
On December 6, 2001, Atlantic Technology Ventures, Inc. announced in a
press release that it had raised approximately $2 million through a private
placement of its common stock. The proceeds will be used for working capital and
general corporate purposes. Joseph Stevens & Company, Inc., Atlantic's
underwriter for its initial public offering in October 1995, acted as placement
agent.
The securities purchase agreement for this private placement specifies
that the purchase price for each share of Atlantic common stock is $0.24 and the
minimum and maximum aggregate subscription amounts are $2,000,000 and
$3,000,000, respectively. Each investor is entitled to receive a warrant to
purchase one share of Atlantic common stock for every share of Atlantic common
stock purchased by that investor. On November 30, 2001, Atlantic received
commitments for the $2,000,000 minimum aggregate subscription amount, which
permitted the initial closing to take place. Atlantic expects to receive
additional commitments of up to $1 million for the maximum aggregate
subscription amount, but there can be no assurances that it will.
In connection with the private placement, Atlantic paid to Joseph Stevens
a placement fee equal to 7% of the aggregate subscription amount plus 10% of the
number of shares and warrants issued to the investors.
The securities purchase agreement and the placement agreement are attached
as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
10.1 Securities Purchase Agreement dated November 2, 2001, between Atlantic
Technology Ventures, Inc. and certain investors.
10.2 Placement Agreement dated November 6, 2001, between Joseph Stevens &
Company, Inc. and Atlantic Technology Ventures, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Atlantic Technology Ventures, Inc. has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: December 6, 2001 ATLANTIC TECHNOLOGY VENTURES, INC.
By: /s/ Frederic P. Zotos
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Frederic P. Zotos
President and Chief Executive Officer