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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): May 1, 2001
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Student Advantage, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-26173 04-3263743
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
280 Summer Street, Boston, MA 02210
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 912-2000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On May 1, 2001, Student Advantage, Inc. (the "Company") issued and sold
to five purchasers, for a total purchase price of $10.0 million, an aggregate of
(i) 5.0 million shares of its Common Stock, par value $.01 per share (the
"Common Stock"), (ii) warrants to purchase 1.8 million shares of Common Stock
with an exercise price of $3.00 per share and (iii) warrants to purchase 0.5
million shares of Common Stock with an exercise price of $3.50 per share,
subject to adjustment as described below. The warrants are exercisable in full
and expire on May 1, 2005.
The exercise price of the warrants described in clause (iii) above
shall be adjusted on November 1, 2001, May 1, 2002, November 1, 2002 and May 1,
2003 to equal the lower of (1) the exercise price then in effect and (2) the
volume-weighted average sales price of the Common Stock during the ten trading
day period ending on such date, provided that the exercise price shall not be
less than $1.00. However, the exercise price shall not be adjusted after the
date that (1) the volume-weighted average sales price of the Common Stock during
the ten trading day period ending on such date is at least $4.83 and (2) a
registration statement on Form S-3 covering resale to the public of the Common
Stock issuable upon exercise of the warrants has been declared effective by the
Securities and Exchange Commission and is then effective. An adjustment
described in this paragraph to the exercise price of the warrants shall not
result in an adjustment to the number of shares of Common Stock issuable upon
exercise of the warrants.
Pursuant to the terms of Registration Rights Agreements entered into
between the Company and each of the purchasers, the Company agreed to register
the shares of Common Stock and the shares of Common Stock issuable upon exercise
of the warrants issued to the purchasers for resale to the public within ninety
days following the closing and to use commercially reasonable efforts to cause
the registration statements to be declared effective as soon as practicable.
In connection with the transaction, the Company paid $200,000 to
Reedland Capital Partners, for its services as placement agent.
The foregoing description does not purport to be complete and is
qualified in its entirety by reference to the full text of the Securities
Purchase Agreements, the Registration Rights Agreements and the Common Stock
Purchase Warrants, which are filed as exhibits to this Current Report on Form
8-K and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of the Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
See the Exhibit Index attached hereto.
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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.
STUDENT ADVANTAGE, INC.
Date: May 4, 2001 By: /s/ Kenneth S. Goldman
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Kenneth S. Goldman
Executive Vice President,
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
10.1 Securities Purchase Agreement, dated as of May 1, 2001, by and between
Student Advantage, Inc. and Jennison Associates LLC as subadviser for
the Prudential Small Company Fund, Inc.
10.2 Registration Rights Agreement, dated as of May 1, 2001, by and between
Student Advantage, Inc. and Jennison Associates LLC as subadviser for
the Prudential Small Company Fund, Inc.
10.3 Common Stock Purchase Warrant, dated May 1, 2001, issued to Jennison
Associates LLC as subadviser for the Prudential Small Company Fund,
Inc.
10.4 Securities Purchase Agreement, dated as of May 1, 2001, by and between
Student Advantage, Inc. and Jennison Associates LLC as subadviser for
The Prudential Insurance Company of America Variable Contract Account -
6.
10.5 Registration Rights Agreement, dated as of May 1, 2001, by and between
Student Advantage, Inc. and Jennison Associates LLC as subadviser for
The Prudential Insurance Company of America Variable Contract Account -
6.
10.6 Common Stock Purchase Warrant, dated May 1, 2001, issued to Jennison
Associates LLC as subadviser for The Prudential Insurance Company of
America Variable Contract Account - 6.
10.7 Securities Purchase Agreement, dated as of May 1, 2001, by and between
Student Advantage, Inc. and Greylock IX Limited Partnership.
10.8 Registration Rights Agreement, dated as of May 1, 2001, by and between
Student Advantage, Inc. and Greylock IX Limited Partnership.
10.9 Common Stock Purchase Warrant, dated May 1, 2001, issued to Greylock IX
Limited Partnership.
10.10 Securities Purchase Agreement, dated as of May 1, 2001, by and between
Student Advantage, Inc. and Baystar Capital, L.P.
10.11 Registration Rights Agreement, dated as of May 1, 2001, by and between
Student Advantage, Inc. and Baystar Capital, L.P.
10.12 Common Stock Purchase Warrant, dated May 1, 2001, issued to Baystar
Capital, L.P.
10.13 Securities Purchase Agreement, dated as of May 1, 2001, by and between
Student Advantage, Inc. and Baystar International, Ltd.
10.14 Registration Rights Agreement, dated as of May 1, 2001, by and between
Student Advantage, Inc. and Baystar International, Ltd.
10.15 Common Stock Purchase Warrant, dated May 1, 2001, issued to Baystar
International, Ltd.