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) June 7, 2002
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INTEREP NATIONAL RADIO SALES, INC.
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(Exact Name of Registrant as Specified in Charter)
New York 000-28395 13-1865151
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number Identification No.)
100 Park Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 916-0700
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On June 7, 2002, we signed an agreement to issue 50,000 units for
an aggregate purchase price of $5 million. Each unit consists of one share of
Series A Convertible Preferred Stock ("Series A Stock") and 6.25 warrants to
acquire an equal number of shares of our Class A common stock ("Warrants"). We
will use the proceeds for working capital. We will issue the units following
customary Nasdaq review. This agreement was a follow-on to our issuance of
60,000 such units in May 2002, which was reported in our Quarterly Report on
Form 10-Q for our fiscal quarter ended March 31, 2002 and our Current Report on
Form 8-K filed with the Securities and Exchange Commission on June 3, 2002.
The Series A Stock has a face amount of $100 per share and a
liquidation preference in such amount in priority over our Class A common stock
and Class B common stock. Each share of the Series A Stock may be converted at
the option of the holder at any time into 25 shares of our Class A common stock
at an initial conversion price of $4.00 per share (subject to anti-dilution
adjustment). If the market price of our Class A Common Stock is $8.00 or more
for 30 consecutive trading days, the Series A Stock will automatically be
converted into shares of our Class A Common Stock at the then applicable
conversion price. The Series A Stock bears a 4% annual cumulative dividend that
we can pay in cash or in kind in additional shares of the Series A Stock.
Holders of shares of the Series A Stock vote, on an "as converted basis",
together with the holders of our Class A and Class B common stock on all matters
and would vote alone as a class if changes to the rights or status of the Series
A Stock were proposed by us.
Each warrant is immediately exercisable for one share of our
Class A common stock at a strike price of $4.00 per share (subject to
anti-dilution adjustment). The Warrants expire on the fifth anniversary of their
date of issuance.
Item 7. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit No. Description
3.1(1) Certificate of Amendment of the Restated Certificate of
Incorporation
4.1(1) Form of Warrant
10.1(1) Form of Stock Purchase Agreement
10.2(1) Form of Registration Rights Agreement
99.1 Press Release (filed herewith)
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(1) Incorporated by reference to our Quarterly Report on Form 10-Q for our
fiscal quarter ended March 31, 2002, filed with the Commission on May 15,
2002.
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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 hereunto duly authorized.
INTEREP NATIONAL RADIO SALES, INC.
(Registrant)
Date: June 12, 2002 By: /s/ William J. McEntee, Jr.
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William J. McEntee, Jr.
Vice President and
Chief Financial Officer
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