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): May 9, 1996
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NAI Technologies, Inc.
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(Exact name of registrant as specified in its charter)
0-3704
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(Commission File Number)
New York 11-1798773
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2405 Trade Centre Avenue
Longmont, Colorado 80503
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (303) 776-5674
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(Former name or former address, if changed since last report)
Page 1 of 7 Pages
Exhibit Index on Page 4
Item 5. Other Events
On May 9, 1996, NAI Technologies, Inc., a New York corporation
(the "Company"), entered into an agreement with Charles S. Holmes, a member of
the Company's Board of Directors ("Mr. Holmes"), that in consideration of his
converting the 12% Convertible Subordinated Promissory Note due 2001 of the
Company in the aggregate unpaid principal amount of $2,000,000 held by him (the
"Note") into 1,000,000 shares of common stock, par value $.10 per share (the
"Common Stock"), of the Company as provided in Section 6 of the Note (the
"Conversion") which enabled the Company to achieve recompliance with the Net
Tangible Asset Requirement of The Nasdaq Stock Market, the Company would
immediately grant him warrants to purchase 300,000 shares of Common Stock at any
time and from time to time on or before February 15, 2002 at an exercise price
of $3.00 per share, subject to adjustment in certain events (the "Additional
Warrants"). Mr. Holmes had previously received warrants to purchase 1,700,000
shares of Common Stock before February 15, 2002 at an exercise price of $2.50
per share (subject to adjustment in certain events) from the Company in
connection with the Company's private placement of Notes and warrants in the
first quarter of 1996.
The foregoing description of the Conversion of the Note and
the issuance of the Additional Warrants is a summary of certain of the
provisions contained in a Letter Agreement with respect thereto and reference is
made to a copy of such agreement which is attached hereto as Exhibit 1 and is
incorporated herein by reference for all of its terms and conditions.
The Company has prepared and is filing herewith Pro Forma
Consolidated Balance Sheets as of April 27, 1996 showing the balance sheet
effect of the Conversion of the Note and the issuance of the Additional Warrants
and reference is made to a copy of such Pro Forma Consolidated Balance Sheets
which is attached hereto as Exhibit 2 and is incorporated herein by reference.
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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.
NAI TECHNOLOGIES, INC.
By:/s/ Richard A. Schneider
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Name: Richard A. Schneider
Title: Executive Vice President
and Chief Financial Officer
Date: May 20, 1996
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EXHIBIT INDEX
Exhibit No. Description
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1. Letter Agreement, dated May 9, 1996, between Charles S. Holmes and
the Company.
2. Pro Forma Consolidated Balance Sheets as of April 27, 1996 of NAI
Technologies, Inc. and Subsidiaries.
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