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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 28, 1997
SI DIAMOND TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas
(State or Other Jurisdiction of Incorporation)
1-11602 76-0273345
(Commission File No.) (I.R.S. Employer Identification No.)
12100 Technology Boulevard
Austin, Texas 78727
(Address of Principal Executive Offices)
(512) 331-6200
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events
On October 28, 1997, the Company agreed to issue additional shares of
its Common Stock, $.001 par value per share, in a transaction under Regulation
D promulgated under the Securities Act of 1933, as amended (the "Securities
Act"). The Company will raise a total of $3,500,000 in this offering from the
sale of the Common Stock. Under the terms of this offering the purchasers of
the Common Stock (the "Purchasers") funded $500,000 to the Company upon
execution of the Subscription Agreement, attached hereto as Exhibit 4.1.
Pursuant to the terms of the Subscription Agreement, the Purchasers received
1,414,666 shares of Common Stock, resulting from the division of the $500,000
by a value which was equal to 65% of the average closing bid price of the
Company's Common Stock for the five trading days immediately preceding the date
of the Subscription Agreement. In addition, the Purchasers also received
1,414,666 warrants ("Warrants"). The purchase price of each Warrant received by
the Purchasers shall be $0.56063, which is the equivalent of 115% of the
average closing bid price of the Company's Common Stock for the five trading
days immediately preceding the date of the Subscription Agreement. In November
1997, on the first business day of December 1997 and on the first
business day of each month thereafter up to and including April 1998, the
Purchasers shall purchase an additional $500,000 of the Company's Common Stock
at a price which shall be equal to 65% of the average closing bid price of the
Company's Common Stock for the five trading days immediately preceding the
issuance date in each such successive month. In addition the Purchasers shall
also receive one Warrant for each share of Common Stock as calculated in the
above sentence. The purchase price for each of these Warrants shall be 115% of
the average closing bid price of the Company's Common Stock for the five
trading days immediately preceding the purchase of Common Stock in each month
pursuant to the terms of the Subscription Agreement.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
The Exhibits indicated by an asterisk (*) are incorporated by
reference from previous filings with the SEC.
*4.1 Form of Regulation D Subscription Agreement by and
between the Company and the October 1997 Selling
Shareholders dated as of October 27, 1997 (Exhibit
4.38 to the Company's Registration Statement on Form
S-3 (No. 333-38941) dated October 28, 1997).
*4.2 Form of Registration Rights Agreement by and between
the Company and the October 1997 Selling
Shareholders dated as of October 27, 1997 (Exhibit
4.39 to the Company's Registration Statement on Form
S-3 (No. 333-38941) dated October 28, 1997).
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*4.3 Form of Warrant by and between the Company and the
October 1997 Selling Shareholders (Exhibit 4.40 to
the Company's Registration Statement on Form S-3
(No. 333-38941) dated October 28, 1997).
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.
SI DIAMOND TECHNOLOGY, INC.
By /s/ Douglas P. Baker
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Douglas P. Baker
Vice President and
Chief Financial Officer
Dated: November 13, 1997