SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) - April 15, 1998
DATA RACE, INC.
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation)
0-20706 74-2272363
(Commission File Number) (I.R.S. Employer Identification No.)
12400 NETWORK BLVD.
SAN ANTONIO, TEXAS 78249
(210) 263-2000
(Address of Principal Executive Offices and Telephone Number,
Including Area Code)
ITEM 5. OTHER EVENTS.
On November 12, 1997, the Company completed the first closing of a private
placement of its 1997 Series C Convertible Participating Preferred Stock
("Preferred Stock") and Stock Purchase Warrants ("Warrants") with four
investment firms (the "Investors"), at an aggregate price of $5,000,000. At such
time, the Investors agreed, subject to certain conditions, to purchase at a
second closing, on or before January 29, 1998, additional shares of Preferred
Stock and Warrants at an aggregate price of $3,000,000. In January 1998, the
Company and the Investors agreed to delay the second closing to April 15, 1998,
and to modify or eliminate a number of the conditions to the closing. The
Company believes that it has met all of the conditions necessary for the
immediate second funding of the additional shares of the Preferred Stock and
Warrants at an aggregate price of $3,000,000. However, the Company has
determined that an immediate funding may not be in the best interests of the
shareholders because of the dilution caused by the current stock price. As a
result, on April 14, 1998, the Company and the Investors agreed to delay the
second closing until June 1, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Description
------- -----------
10.1 Amendment No. 2 dated April 14, 1998 to the Securities
Purchase Agreement dated November 7, 1997
10.2 Amendment No. 1 dated January 30, 1998 to the Securities
Purchase Agreement dated November 7, 1997 (incorporated
herein by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q dated February 5, 1998)
10.3 Securities Purchase Agreement dated effective November
7, 1997 (incorporated by reference to the Company's
Current Report on Form 8-K dated November 20, 1997).
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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.
DATA RACE, Inc.
Date: April 15, 1998 By: /s/ GREGORY T. SKALLA
------------------------------------
Gregory T. Skalla,
Vice President-Finance, Chief Financial
Officer, Treasurer and Secretary
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EXHIBIT INDEX
Exhibit Description
------- -----------
10.1 Amendment No. 2 dated April 14, 1998 to the Securities
Purchase Agreement dated November 7, 1997
10.2 Amendment No. 1 dated January 30, 1998 to the Securities
Purchase Agreement dated November 7, 1997 (incorporated
herein by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q dated February 5, 1998)
10.3 Securities Purchase Agreement dated effective November
7, 1997 (incorporated by reference to the Company's
Current Report on Form 8-K dated November 20, 1997).
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