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: November 23, 1999
IAT MULTIMEDIA, INC.
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(Exact name of registrant as specified in charter)
DELAWARE
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(State of other jurisdiction of incorporation)
0-22101 13-3920210
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(Commission File Number) (IRS Employer Identification No.)
70 East 55th Street, 24th Floor, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: (212) 754-4271
Geschaftshaus Wasserschloss, Aarestrasse 17, CH-5300, Vogelsang-Turgi,
Switzerland
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(Former Address, if changed since Last Report) (Zip Code)
Item 5. Other Events.
In June 1998, IAT Multimedia, Inc. (the "Company") issued a Series A 5%
Convertible Debenture due June 19, 2001 (the "Debenture") to JNC Opportunity
Fund Ltd. ("JNC") in the principal amount of $3.0 million. The Debenture was
convertible into an indefinite number of shares of the Company's common stock at
a conversion price equal to the lesser of $13.45 and 87% of the average of the
five lowest closing prices of the Company's common stock on the Nasdaq National
Market during the 15 trading days preceding the date of conversion. Under the
terms of the Debenture, JNC had the right to accelerate the payment of the
Debenture upon the occurrence of the Company's previously announced proposed
acquisition of Petrini S.p.A. ("Petrini"). On November 23, 1999, the Company
entered into a waiver and amendment agreement with JNC under which JNC agreed
not to accelerate the Debenture because of the Petrini acquisition. JNC also
agreed to fix the number of shares of the Company's common stock that are
issuable upon conversion of the Debenture at 2,451,745 shares. The waiver and
amendment agreement between the Company and JNC is filed as Exhibit 10.71 hereto
and is incorporated herein by reference.
On November 23, 1999, JNC converted $2,325,000 of the outstanding
principal amount of the Debenture, plus accrued interest, into a total of
1,872,982 shares of the Company's common stock. At the time of this conversion,
the amount converted, together with all previous conversions, equaled the
maximum amount permitted to be converted under the Debenture without stockholder
approval under the rules of the Nasdaq Stock Market. The remaining $718,500
principal amount of the Debenture outstanding is convertible into 578,763 shares
of common stock, but, under the terms of the Debenture, these shares cannot be
issued to JNC without stockholder approval. The Company anticipates that such
stockholder approval will be obtained at the Special Meeting of Stockholders of
the Company to be held on December 22, 1999, and if obtained, the Company
expects to issue these shares to JNC following the closing of the Company's
proposed acquisition of Petrini.
JNC has agreed to vote all of the shares of the Company's common stock
held by it in favor of the proposals described in the Company's Proxy
Statement/Prospectus, dated December 3, 1999, and has granted an irrevocable
proxy to Jacob Agam, the Chairman and Chief Executive Officer of the Company, to
vote JNC's shares at the Special Meeting of Stockholders of the Company to be
held on December 22, 1999. JNC has also agreed not to sell any of the shares of
the Company's common stock issued to it for a period of six months from the
closing of the proposed acquisition of Petrini, subject to certain exceptions,
including the right to sell up to 1,325,000 shares following the three month
anniversary of the closing of the acquisition.
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits
10.71 Waiver Agreement and First Amendment to the IAT Multimedia, Inc.
Series A 5% Convertible Debenture due June 19, 2001, dated
November 23, 1999, by and between IAT Multimedia, Inc. and JNC
Opportunity Fund Ltd.
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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.
IAT MULTIMEDIA, INC.
By: /s/ Klaus Grissemann
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Klaus Grissemann
Chief Financial Officer
Dated: December 10, 1999