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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) FEBRUARY 26, 2001
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FASTCOMM COMMUNICATIONS CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA 0-17168 54-1289115
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(STATE OR OTHER JURISDICTION OF CORPORATION) (COMMISSION FILE NO.) ( IRS EMPLOYER IDENTIFICATION NO.)
45472 HOLIDAY DRIVE, STERLING, VIRGINIA 20166
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICERS) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 318-7750
NONE
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(FORMER NAME AND ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On February 26, 2001, FastComm Communications Corp. ("FastComm")
completed a Private Placement of $850,000 of its securities with a group of
accredited investors represented by Zanett Securities Corporation ("Zanett") New
York, New York, acting as Placement Agent. The offering consisted of 850 Units,
each Unit consisting of (i) a Prepaid Common Stock Purchase Warrant, (the
"Prepaid Warrants"), which entitles the holder thereof to acquire such number of
shares of the Company's Common Stock, par value $.01 per share (the "Common
Stock"), as is equal to One Thousand Dollars ($1,000) divided by the Exercise
Price set forth in the Prepaid Warrants, and (ii) an additional warrant, to
acquire shares of Common Stock (the "Incentive Warrants"). The shares of Common
Stock issuable upon exercise of or otherwise pursuant to the Prepaid Warrants
and the Incentive Warrants are referred to herein as the "Warrant Shares." The
Prepaid Warrants, the Incentive Warrants and the Warrant Shares are collectively
referred to herein as the "Securities" and each of them may individually be
referred to herein as a "Security."
Contemporaneous with the execution and delivery of the Securities
Agreement, the parties entered into a Registration Rights Agreement, pursuant to
which the Company agreed to provide certain registration rights to the owners of
the Warrant Shares and the Placement Warrants under the Securities Act and the
rules and regulations promulgated thereunder, and applicable state securities
laws.
The Exercise Price of the Prepaid Warrants equals the lower of the Fixed
Exercise Price and the Variable Exercise Price, each in effect as of such date
and subject to adjustment as provided in the Warrant. The "Fixed Exercise Price"
means $.6195 and shall be subject to adjustment as provided in the Warrant. The
"Variable Exercise Price" means, as of any date of determination, the average of
the lowest five (5) Closing Bid Prices for the ten (10) consecutive trading day
period ending on the trading day immediately preceding the date of
determination, provided, however, in no event shall the Variable Exercise Price
exceed the Closing Bid Price on the date of determination (subject to equitable
adjustment for any stock splits, stock dividends, reclassifications or similar
events during such ten (10) day period), and shall be subject to adjustment as
provided herein.
Each Incentive Stock Purchase Warrant allows the holder thereof to
purchase one-half of a share of the Company's Common Stock for each share
purchased by exercise of the Prepaid Warrants at an exercise price of 125% of
the Exercise Price of the corresponding Prepaid Warrant. The Incentive Warrants
are exercisable for a period of five years and carry with them other customary
terms and conditions including anti-dilution protection.
Zanett acted as Placement Agent for the offering and received a
Placement Agent fee equal to 10% of the purchase price of the sale of Units and
Warrants to purchase up to 343,024 shares of the Company's Common Stock for an
exercise price of .7744 per share.
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The Warrants are exercisable for a period of five years. In addition, Zanett was
reimbursed certain costs and expenses of the offering.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
N/A
(b) Pro Forma Financial Information.
N/A
(c) Exhibits.
The following exhibits are filed with this Report:
Exhibit No. Description
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2.1 Securities Purchase Agreement by and among FastComm
Communications Corporation, and certain Purchasers listed
therein, dated as of February 26, 2001
10.1 Registration Rights Agreement made by FastComm Communications
Corporation, in favor of the Investors listed therein, dated as
of February 26, 2001.
10.2 Form of Prepaid Common Stock Purchase Warrant between FastComm
Communications Corporation in favor of certain Purchasers listed
therein, dated as of February 26, 2001.
10.3 Placement Agency Agreement between FastComm Communications
Corporation and Zanett Securities Corporation, dated
February 26, 2001.
10.4 Form of Stock Purchase and Incentive Stock Purchase Warrant
Agreement between FastComm Communications Corporation and Zanett
Securities Corporation and affiliates and between FastComm and
the Purchasers dated February 26, 2001.
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.
FastComm Communications Corp.
Date: March 23, 2001
/s/ Mark H. Rafferty
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Name: Mark H. Rafferty
Title: Chief Financial Officer