UNITED STATES
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): JANUARY 14, 2003
MOBILITY ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-30907 86-0843914
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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17800 N. PERIMETER DRIVE, SUITE 200
SCOTTSDALE, ARIZONA 85225
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 596-0061
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On or about January 14, 2003, the Company issued and sold 865,051
shares of newly designated Series E preferred stock, par value $0.01 per share
("Series E Stock"), at a purchase price of $0.7225 per share, and 729,407 shares
of newly designated Series F preferred stock, par value $0.01 per share ("Series
F Stock"), at a purchase price of $0.85 per share. In connection with this sale,
the Company also issued warrants to purchase an aggregate of 559,084 shares of
common stock, par value $0.01 per share, of the Company (the "Common Stock").
The warrants issued to holders of Series E Stock permit them to purchase an
aggregate of 216,263 shares of Common Stock, at an exercise price of $0.867 per
share (the "Series E Warrants"), and the warrants issued to holders of Series F
Stock permit them to purchase an aggregate of 342,821 shares of Common Stock, at
an exercise price of $1.02 per share (the "Series F Warrants").
The Series E Stock was purchased by a single non-affiliated investor,
while the Series F Stock was purchased by certain officers and directors of the
Company and their affiliates. The purchase agreement used in the sale of the
Series E Stock and form of purchase agreement used in the sales of the Series F
Stock are attached hereto as Exhibits 4.1 and 4.2, respectively (collectively,
the "Purchase Agreements"). The Certificates of Designations, Preferences,
Rights and Limitations for the Series E Stock and Series F Stock are attached
hereto as Exhibits 4.3 and 4.4, respectively. The warrant issued to the
purchaser of Series E Stock and form of warrants issued to purchasers of Series
F Stock are attached hereto as Exhibits 4.5 and 4.6, respectively.
Under the terms of the Purchase Agreements, we have agreed to file a
registration statement covering the resale of the Common Stock to be issued upon
conversion of the Series E Stock and Series F Stock and upon exercise of the
Series E Warrants and Series F Warrants. We have also agreed that if we, on or
before January 13, 2004, issue any capital stock or capital stock equivalent in
a private placement, then the holders of Series E Stock will have the right,
exercisable within ten days of receiving notice of the new issuance, to convert
its Series E Stock and Series E Warrants into the capital stock or capital stock
equivalent offered in such private placement or public offering. This exchange
right does not extend to the holders of Series F Stock.
The issuance of the Series E Stock, Series F Stock, Series E Warrants
and Series F Warrants was made in reliance upon the exemption available from
registration under Section 4(2) of the Securities Act of 1933.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
The following is a list of exhibits filed as part of this Current
report on Form 8-K:
4.1 Form of Series E Preferred Stock and Warrant Purchase
Agreement
4.2 Form of Series F Preferred Stock and Warrant Purchase
Agreement
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4.3 Certificate of The Designations, Preferences, Rights and
Limitations of Series E Preferred Stock of Mobility
Electronics, Inc.
4.4 Certificate of The Designations, Preferences, Rights and
Limitations of Series F Preferred Stock of Mobility
Electronics, Inc.
4.5 Form of Warrant issued to purchasers of Series E Stock
4.6 Form of Warrant issued to purchasers of Series F Stock
99.1 Press Release dated January 16, 2003
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
DATE: January 21, 2003 MOBILITY ELECTRONICS, INC.
By: /s/ Charles R. Mollo
---------------------------------
Name: Charles R. Mollo
Title: President and
Chief Executive Officer
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Series E Preferred Stock and Warrant Purchase
Agreement
4.2 Form of Series F Preferred Stock and Warrant Purchase
Agreement
4.3 Certificate of The Designations, Preferences, Rights and
Limitations of Series E Preferred Stock of Mobility
Electronics, Inc.
4.4 Certificate of The Designations, Preferences, Rights and
Limitations of Series F Preferred Stock of Mobility
Electronics, Inc.
4.5 Form of Warrant issued to purchasers of Series E Stock
4.6 Form of Warrant issued to purchasers of Series F Stock
99.1 Press Release dated January 16, 2003
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