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): DECEMBER 16, 2003
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NAVARRE CORPORATION
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(Exact name of Registrant as specified in its charter)
MINNESOTA 0-22982 41-1704319
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7400 49TH AVENUE NORTH, NEW HOPE, MN 55428
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(Address of principal executive offices)
Registrant's telephone number, including area code: (763) 535-8333
ITEM 5. OTHER EVENTS.
Navarre Corporation announced that it has completed a private placement to
institutional and other accredited investors of approximately 2.6 million shares
of common stock and approximately 650,000 five-year warrants to purchase common
stock exercisable at $7.00 per share. The placement raised approximately $12.5
million, resulting in net proceeds of approximately $11.875 million after
deducting estimated offering costs and placement agent fees. Proceeds from the
private placement will be used for repayment of approximately $6.6 million of
debt owed to Hilco Capital, L.P. incurred in connection with the recent
acquisition of BCI Eclipse and for working capital and general corporate
purposes, including potential acquisitions.
The sale of securities has been made solely to "accredited investors" as defined
in Rule 501(a) of Regulation D and without registration in reliance on
exemptions provided by Regulation D and Section 4(2) under the Securities Act of
1933, as amended. However, Navarre is obligated to use its best efforts to file
a registration statement covering the resale of the privately-placed shares
within 30 days of the closing. In addition, Navarre is obligated to use its best
efforts to cause the Securities and Exchange Commission to declare such
registration statement effective within 135 days of the closing date, and is
subject to certain cash penalties to the investors in the event the resale
registration is not filed within 30 days of the closing date or is not declared
effective within 135 days of the closing date.
A copy of a press release regarding the announcement is incorporated herein and
attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
10.1 Form of Securities Purchase Agreement dated as of December 15, 2003
among Navarre Corporation and the various purchasers.
10.2 Form of Registration Rights Agreement dated as of December 15, 2003
among Navarre Corporation and the various purchasers.
10.3 Form of Warrant Agreement
99.1 Press Release dated December 16, 2003
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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.
NAVARRE CORPORATION
By: /s/ Eric H. Paulson
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Eric H. Paulson
Chairman of the Board, President
and Chief Executive Officer
Dated: December 17, 2003
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EXHIBIT INDEX
Exhibit No. 10.1 Form of Securities Purchase Agreement dated as of December 15,
2003 among Navarre Corporation and the various purchasers.
Exhibit No. 10.2 Form or Registration Rights Agreement dated as of December 15,
2003 among Navarre Corporation and the various purchasers
Exhibit No. 10.3 Form of Warrant Agreement
Exhibit No. 99.1 Press Release dated December 16, 2003.
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