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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) - April 20, 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 file number) (I.R.S Employer
of incorporation) 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
On April 20, 2004, Distinctive Devices Inc., a Delaware
corporation (the "Company"), pursuant to a Note Purchase Agreement issued and
sold to one investor an Unsecured Promissory Note (the "Note") in the principal
amount of $4,000,000. The Note bears interest at the rate of 8% per annum, and
is repayable, together with interest, on October 18, 2004, subject to prepayment
by the Company. Pursuant to the Note Purchase Agreement, the Company issued to
the investor warrants to purchase 800,000 shares of the shares of the Company's
Common Stock, $0.001 par value, exercisable for five years at a price of $1.00
per share, subject to customary anti-dilution provisions. To induce the investor
to purchase the Note, three executive officers and directors of the Company have
granted to the investor, as collateral security for the repayment of the Note, a
limited pledge in certain stock options they hold for the purchase of up to an
aggregate of 2,500,000 shares of the Company's Common Stock, exercisable at
$0.70 per share, under Amended and Restated Stock Option Agreements.
Approximately $1 million of the proceeds from the issuance and
sale of the Note will be utilized by the Company and its recently acquired
wholly owned subsidiary, galaxis technology AG, a German stock corporation
("galaxis"), to fulfill outstanding orders for delivery of Set-Top-Boxes
("STBs"), and for working capital. The remaining $3 million in proceeds will be
used to support the issuance of letters of credit as part of the arrangements by
galaxis with manufacturers of STBs. The Company did not use a placement agent in
connection with the issuance and sale of the Note.
For more information regarding this transaction, reference is
made to the Exhibits filed with this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Note Purchase Agreement, dated April 20, 2004, between the
Company and the investor.
10.2 Unsecured Promissory Note in the principal amount of
US$4,000,000 from the Company.
10.3 Warrant Purchase Agreement, dated April 20, 2004, between
the Company and the investor.
10.4 Pledge Agreement, dated April 20, 2004, by and among
optionholders, the investor and Thelen Reid & Priest LLP,
as Pledge Agent.
10.5 Form of Amended and Restated Stock Option Agreement.
99.1 Press Release, dated April 22, 2004.
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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: April 26, 2004
EXHIBIT INDEX
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EXHIBIT
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10.1 Note Purchase Agreement, dated April 20, 2004, between the Company and
the investor.
10.2 Unsecured Promissory Note in the principal amount of US$4,000,000 from
the Company.
10.3 Warrant Purchase Agreement, dated April 20, 2004, between the Company
and the investor.
10.4 Pledge Agreement, dated April 20, 2004, by and among certain
optionholders, the investor and Thelen Reid & Priest LLP, as Pledge
Agent.
10.5 Form of Amended and Restated Option Agreement.
99.1 Press Release, dated April 20, 2004.