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): November 15, 1996
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ROM TECH, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-27102 23-2694937
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(State or other jurisdiction (Commission File Number) (IRS Employee
of incorporation) Identification No.)
2000 Cabot Blvd. West, Suite 110, Langhorne, PA 19047-1833
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 750-6606
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(Former name or former address, if changed since last report)
8-K.WPD 1735 11/20/96
Item 5. Other Events
Rom Tech, Inc. (the "Company") has to date sold in a private
offering to accredited investors 1,143,000 shares of Class Two Convertible
Preferred Stock (the "Convertible Preferred Stock"), without par value, and
320,040 Common Stock Purchase Warrants (the "Warrants") to purchase 320,040
shares of the Company's Common Stock, without par value (the "Common Stock"),
for an aggregate purchase price of $1,143,000. The Company intends to continue
the private offering, which is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Act"). Neither the Convertible
Preferred Stock nor the Warrants have been registered under the Act and may not
be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Act and applicable state
securities laws.
The Convertible Preferred Stock is convertible at the option of the
holder beginning six months following the date of issuance into the number of
shares of Common Stock equal to the number of shares of Convertible Preferred
Stock surrendered for conversion divided by the conversion price, which will be
the lower of (i) $5.00 or (ii) ninety percent (90%) of the average of the
closing bid price of the Company's Common Stock on the Nasdaq SmallCap Market,
or the primary securities exchange on which the Common Stock is then quoted, for
the 10 business days immediately preceding the date on which the Securities and
Exchange Commission declares effective the registration statement filed by the
Company under Section 5 of the Securities Act of 1933, as amended, pursuant to
the Registration Rights Agreement between the Company and the purchasers of the
Convertible Preferred Stock.
Each Warrant entitles the holder to purchase one share of Common Stock,
at any time during the period beginning six (6) months after the date of
issuance of the Warrant until November 15, 2001 at a price equal to the lesser
of (i) $6.25 or (ii) the average of the the closing bid price of the Company's
Common Stock on the Nasdaq SmallCap Market, or the primary securities exchange
on which the Common Stock is then quoted, plus $1.25, for the 10 business days
immediately preceding the date on which the Securities and Exchange Commission
declares effective the registration statement filed by the Company under Section
5 of the Securities Act of 1933, as amended, pursuant to the Registration Rights
Agreement between the Company and the purchasers of the Convertible Preferred
Stock.
The holders of the Convertible Preferred Stock and the Warrants are
entitled to certain registration rights pursuant to a Registration Rights
Agreement, which provides that within 120 days after the date of issuance of the
Convertible Preferred Stock, the Company will file with the Commission a shelf
registration statement (the "Registration Statement") covering resales by
holders of the Common Stock issuable upon conversion of the Convertible
Preferred Stock and upon exercise of the Warrants. The Company will use its best
efforts to cause the registration statement to become effective as promptly as
is practicable and to keep the registration statement effective for two (2)
years from the date of issuance of the Convertible Preferred Stock. The Company
will pay all expenses of the registration statement.
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Statements.
(i) Consolidated Unaudited Pro Forma Balance
Sheet and Statement of Operations.
(c) Exhibits.
4.1 Certificate of Designation, Preferences,
Powers, Rights and Number of Shares of Class
Two Convertible Preferred Stock.
4.2 Form of Purchase Agreement dated as of
November 15, 1996
4.3 Form of Warrant Agreement dated as of
November 15, 1996
4.4 Form of Registration Rights Agreement dated
as of November 15, 1996
4.5 Form of Agreement dated as of November 15,
1996
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.
ROM TECH, INC.
Date: November 26, 1996 By: /s/ Gerald W. Klein
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Gerald W. Klein, Vice President and
Chief Financal Officer
ROMTECH, INC.
Consolidated Pro Forma Statement of Operations
(Unaudited)
Four months ended
October 31,
1996
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Net revenues $ 1,504,350
Cost of revenues 451,305
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Gross profit 1,053,045
Operating expenses:
Product development 182,873
Selling, general and administrative 1,245,683
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Total operating expenses 1,428,556
Operating loss (375,511)
Interest expense, net 18,001
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Loss before taxes (393,512)
Provision for income tax --
Net loss $ (393,512)
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Net loss per common share $ (0.06)
Weighted average common
shares outstanding 6,285,128
ROMTECH, INC.
Consolidated Pro Forma Balance Sheet
(Unaudited)
October 31, October 31,
1996 1996
Unadjusted Adjustments As Adjusted
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ASSETS
Current assets:
Cash and cash equivalents $ 84,288 $ 1,100,000 $ 1,184,288
Restricted cash 14,788 14,788
Accounts receivable, net of allowance for doubtful
accounts of $111,470 687,014 687,014
Inventory 281,914 281,914
Prepaid expenses 369,185 369,185
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Total current assets 1,437,189 1,100,000 2,537,189
Furniture and equipment, net 165,458 165,458
Intangibles and other assets 137,584 137,584
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Total assets $ 1,740,231 $ 1,100,000 $ 2,840,231
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 333,973 $ -- $ 333,973
Accounts payable 545,815 545,815
Accrued expenses 441,812 441,812
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Total current liabilities 1,321,600 -- 1,321,600
Capital lease obligations net of current portion 35,373 35,373
Notes payable-long term portion 316,519 316,519
Convertible subordinated debt 150,000 150,000
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Total liabilities 1,823,492 -- 1,823,492
Stockholders' equity:
Convertible preferred stock 1,000,000 1,143,000 2,143,000
Common stock, no par value (40,000,000 shares authorized;
6,285,128 issued and outstanding) 4,217,517 4,217,517
Additional paid in capital 747,738 (43,000) 704,738
Accumulated deficit (6,048,516) (6,048,516)
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Total stockholders' equity (83,261) 1,100,000 1,016,739
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Total liabilities and stockholders' equity $ 1,740,231 $ 1,100,000 $ 2,840,231
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