SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 3, 1999
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AMERICAN ELECTROMEDICS CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-9922 04-2608713
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
Incorporation)
13 Columbia Drive, Suite 5, Amherst, New Hampshire 03031
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (603) 880-6300
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Not Applicable
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(Former Name or Former Address, if changed since last report)
ITEM 5. OTHER EVENTS.
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On February 3, 1999, American Electromedics Corp. (the
"Company") entered into a Securities Purchase Agreement with
three purchasers (the "Purchasers") to issue up to 2,000 shares
of Series B 5% Convertible Preferred Stock, par value $.01 per
share (the "Series B Preferred Stock"), together with Warrants
(the "Warrants") to purchase up to 25,000 shares of the Company's
Common Stock, par value $.10 per share (the "Common Stock"), pro
rata with the purchase of the Series B Preferred Stock. On
February 3, 1999, the Company issued and the Purchasers privately
purchased 1,600 shares of Series B Preferred Stock at a purchase
price of $1,000 per share, or an aggregate purchase price of
$1,600,000, together with the Warrants for 25,000 shares of
Common Stock at an exercise price per share of $3.00 and
exercisable until January 31, 2002. The Company may issue and
sell the remaining 400 shares of Series B Preferred Stock. The
holders of the Series A Convertible Preferred Stock consented to
the sale of the Series B Preferred Stock.
The Series B Preferred Stock is convertible into shares of
the Company's Common Stock at any time after April 30, 1999 at a
conversion ratio equal to $1,000 divided by the lessor of (i)
$2.00 or (ii) 75% of the average closing bid price of the Common
Stock for the five trading days immediately prior to the notice
of conversion. The Company has the right to force conversion of
all outstanding shares of Series B Preferred Stock at any time on
or after the first anniversary of the date the registration
statement filed relating to the shares of Common Stock underlying
the Series B Preferred Stock is declared effective by the
Securities and Exchange Commission (the "SEC") at the then
effective conversion ratio.
The Series B Preferred Stock, the Warrants and the shares
underlying the Series B Preferred Stock were not registered under
the Securities Act of 1933 (the "Securities Act") in reliance
upon the exemptions provided by Regulation D under the Securities
Act. As a condition to the closing of the placement of the
Series B Preferred Stock, the Company entered into a Registration
Rights Agreement with the Purchasers agreeing to file a
registration statement under the Securities Act with the SEC
covering the Common Stock underlying the Series B Preferred Stock
and the Warrants. The Company is to file such registration
statement no later than the later of (i) March 5, 1999 or (ii)
thirty days after the date the Company's Registration Statement
on Form SB-2 (File No. 333-58937) becomes effective, and to use
its best efforts to cause such registration statement to become
effective within 90 days after it is filed. If the registration
statement is not declared effective by the SEC within the specified
time period, the Company would pay the Purchasers for each thirty
day period following such date during which the registration
statment remains ineffective, liquidated damages in the amount of
2% of the face amount of the Series B Preferred Stock, provided
that such total amount of liquidated damages shall not exceed
$100,000.
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The Company shall use the net proceeds of $1,500,000 (after
offering expenses) for repayment of $650,000 principal amount of
notes and general working corporate purposes, primarily relating
to developing its INJEX TM needle-free injector system.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits.
3.1 Certificate of Designation for Series B 5% Convertible
Preferred Stock, filed with the Secretary of State of
Delaware on February 3, 1999.
10.1 Form of Securities Purchase Agreement for the sale of
Series B Preferred Stock (without exhibits)
10.2 Form of Warrant Agreement
10.3 Form of Registration Rights Agreement
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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.
American Electromedics Corp.
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(Registrant)
By: /s/ Michael T. Pieniazek
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Michael T. Pieniazek,
President
February 4, 1999
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
3.1 Certificate of Designation for Series B 5% Convertible
Preferred Stock, filed with the Secretary of State of
Delaware on February 3, 1999.
10.1 Form of Securities Purchase Agreement for the sale of
Series B Preferred Stock (without exhibits)
10.2 Form of Warrant Agreement
10.3 Form of Registration Rights Agreement