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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) - March 10, 2004
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DISTINCTIVE DEVICES INC.
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(Exact name of the registrant as specified in its charter)
Delaware 0-2749 13-1999951
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(State or other jurisdiction (Commission (I.R.S Employer
of incorporation) file number) Identification No.)
One Bridge Plaza, Suite 100, Fort Lee, New Jersey 07024
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (201) 363-9922
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ITEM 5. OTHER EVENTS
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On March 10, 2004, Distinctive Devices, Inc. (the "Company") closed
separate Stock Purchase Agreements (the "Agreements") with two investors
pursuant to which the Company sold to each investor 1,000,000 shares (the
"Shares") of the Company's Common Stock, $.001 par value, at a price of one
dollar ($1.00) per share (the "Sale"). In each Agreement, the Company retained a
call option exercisable within one year from the date of the Agreement to
repurchase any or all of the Shares at five dollars ($5.00) per share, subject
to any subsequent changes in the Common Stock.
The Company will use the $2,000,000 gross proceeds from the Sale (less
expenses) for working capital, including working capital for its newly-acquired
subsidiary, galaxis technology AG ("galaxis"). The Company is continuing its
efforts to raise additional capital through either equity or debt placements or
through asset-based financings. These offerings will not be registered under the
Securities Act of 1933 and any securities purchased may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act.
After the Sale the Company had outstanding 20,221,402 shares of Common
Stock, (excluding 3,000,000 shares that had been issued to galaxis), plus
outstanding options and warrants for the purchase of an additional 6,843,050
shares of Common Stock at exercise prices ranging from $.25 per share to $1.65
per share.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
10.1 Form of Stock Purchase Agreement, dated as of March 10, 2004,
between Distinctive Devices Inc. and each investor.
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SIGNATURE
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.
DISTINCTIVE DEVICES, INC.
By: /s/ Sanjay Mody
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Name: Sanjay Mody
Title: President and CEO
Dated: March 18, 2004
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