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)
NOVEMBER 18, 1997
ALPHA-BETA TECHNOLOGY, INC.
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(Exact name of registrant as specified in charter)
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MASSACHUSETTS 0-0023 04-2997834
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
THREE BIOTECH PARK, ONE INNOVATION DRIVE, WORCESTER, MA 01605
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (508) 798-6900
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Item 5 - Other Events
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On November 18, 1997, Alpha-Beta Technology, Inc. (the "Registrant") issued
and sold 3,366,795 shares (the "Shares") of its common stock, par value $.01 per
share, to Ross Financial Corporation, a corporation organized and existing under
the laws of the Cayman Islands ("Ross Financial") in a private placement
transaction (the "Transaction") for an aggregate purchase price of $9,679,535.62
(or $2.875 per share). The Shares represent approximately 16.67% of the
Registrant's currently outstanding common stock. Ross Financial was granted
certain demand and "piggy-back" registration rights under the Stock Purchase
Agreement, dated as of November 18, 1997, by and between the Registrant and ross
Financial, including the right to cause a registration of the Sahes commencing
180 days following the closing of the Transaction.
The Registrant will use the net proceeds from the Transaction for clinical
trials and further research and development of Betafectin(R) PGG-glucan to
prevent serious infections in non-colorectal gastrointestinal surgery patients.
In connection with the Transaction, on November 13, 1997, the Registrant
amended its Shareholder Rights Agreement dated as of February 2, 1997 (the
"Rights Plan") between the Registrant and BankBoston, N.A. f/k/a The First
National Bank of Boston, as Rights Agent, in order to exempt acquisitions of the
Registrant's common stock by Ross Financial from the operation of the provisions
of the Rights Plan.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits.
Exhibit Name
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4.1 Stock Purchase Agreement, dated as of November 18, 1997, by and
between Alpha-Beta Technology, Inc. and ross Financial
Corporation.
4.2 First Amendment, dated as of November 13, 1997, to
Shareholder Rights Agreement, dated as of February 2, 1997,
between Alpha-Beta Technology, Inc. and BankBoston, N.A.
f/k/a The First National Bank of Boston, as Rights Agent
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(1) Incorporated by reference from the Company's Form 8-K filed with the
Securities and Exchange Commission on February 6, 1995
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 thereunto duly authorized.
ALPHA-BETA TECHNOLOGY, INC.
Date: November 25, 1997 By: /S/ Spiros Jamas
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Name: Spiros Jamas
Title: President and
Chief Executive Officer
EXHIBIT INDEX
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Exhibit Name
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4.1 Stock Purchase Agreement, dated as of November 18, 1997, by and
between Alpha-Beta Technology, Inc. and Ross Financial Corporation.
4.2 First Amendment, dated as of November 13, 1997, to Shareholder
Rights Agreement, dated as of February 2, 1997, between Alpha-Beta
Technology, Inc. and BankBoston, N.A. f/k/a The First National Bank
of Boston, as Rights Agent
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(1) Incorporated by reference from the Company's Form 8-K filed with the
Securities and Exchange Commission on February 6, 1995