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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
OCTOBER 21, 1998
ALPHA-BETA TECHNOLOGY, INC.
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(Exact name of registrant as specified in charter)
MASSACHUSETTS 000-20023 04-2997834
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
THREE BIOTECH PARK, ONE INNOVATION DRIVE, WORCESTER, MA 01605
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (508) 798-6900
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ITEM 5 - OTHER EVENTS
On October 21, 1998, Alpha-Beta Technology, Inc. (the "Registrant")
entered into a Securities Purchase Agreement with HFTP Investments LLC (the
"Investor") pursuant to which the Registrant (i) issued 1,500 shares of series F
convertible preferred stock (the "Preferred Stock") to the Investor, and (ii) is
obligated to issue an additional 1,500 shares of Preferred Stock upon the
effectiveness of a resale registration statement covering the shares of the
Registrant's common stock, par value $.01 per share (the "Common Stock"),
issuable upon exercise of the 3,000 shares of Preferred Stock. The issuance of
the second tranche of Preferred Stock is also subject to certain other closing
conditions.
Subject to certain anti-dilution provisions, the Preferred Stock is
convertible into Common Stock at a conversion price equal to the lesser of a
fixed cap (the "Fixed Cap") and a 15% discount to the average closing price of
the Common Stock for the five trading days immediately preceding the date of
conversion. Initially, the Fixed Cap equals $1.50. Upon issuance of the second
tranche of Preferred Stock, the Fixed Cap will be redetermined utilizing a
formula which is based in part on the number of shares of Common Stock reserved
for issuance upon conversion of the Preferred Stock. The transaction
documentation prohibits the issuance of a number of shares of Common Stock upon
exercise of the Preferred Stock in excess of 19.99% of the number of shares of
Common Stock outstanding immediately prior to such issuance without first
obtaining stockholder approval.
The purchase price for the Preferred Stock is $1,000 per share (or an
aggregate of $1,500,000 for the first tranche of Preferred Stock and $1,500,000
for the second tranche of Preferred Stock). In connection with the transaction,
consultants received an aggregate of $150,000, 11,250 shares of Common Stock and
warrants exercisable for 25,000 shares of Common Stock. The Registrant will use
the net proceeds from the investment for the Company's ongoing Phase III
clinical trial of Betafectin AE for the prevention of serious post-operative
infections, as well as the Company's novel antifungal research program.
In connection with the foregoing, on October 22, 1998, the Registrant
amended its Shareholder Rights Agreement dated as of February 2, 1997, as
amended on November 13, 1997 (the "Rights Plan"), between the Registrant and
BankBoston, N.A. f/k/a The First National Bank of Boston, as Rights Agent, in
order to exempt acquisitions of the Registrant's Common Stock by the Investor
from the operation of the provisions of the Rights Plan.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit Name
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4.1 Securities Purchase Agreement dated as of October 21, 1998
by and among Alpha-Beta Technology, Inc. and HFTP
Investments LLC
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4.2 Registration Rights Agreement dated as of October 21, 1998
by and among Alpha-Beta Technology, Inc. and HFTP
Investments LLC
4.3 Certificate of Vote of Amending and Restating Terms Series F
Convertible Preferred Stock Prior to Issuance of Alpha-Beta
Technology, Inc. filed with the Secretary of State of The
Commonwealth of Massachusetts on October 21, 1998
4.4 Second Amendment dated as of October 21, 1998 to Shareholder
Rights Agreement dated as of February 2, 1997, as amended on
November 13, 1997, between Alpha-Beta Technology, Inc. and
BankBoston, N.A. f/k/a The First National Bank of Boston, as
Rights Agent
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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 thereunto duly authorized.
ALPHA-BETA TECHNOLOGY, INC.
Date: October 22, 1998 By: /s/ Joseph M. Grimm
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Name: Joseph M. Grimm
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit Name
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4.1 Securities Purchase Agreement dated as of October 21, 1998
by and among Alpha-Beta Technology, Inc. and HFTP
Investments LLC
4.2 Registration Rights Agreement dated as of October 21, 1998
by and among Alpha-Beta Technology, Inc. and HFTP
Investments LLC
4.3 Certificate of Vote of Directors Amending and Restating
Terms Series F Convertible Preferred Stock Prior to Issuance
of Alpha-Beta Technology, Inc. filed with the Secretary of
State of The Commonwealth of Massachusetts on October 21,
1998
4.4 Second Amendment dated as of October 21, 1998 to Shareholder
Rights Agreement dated as of February 2, 1997, as amended on
November 13, 1997, between Alpha-Beta Technology, Inc. and
BankBoston, N.A. f/k/a The First National Bank of Boston, as
Rights Agent