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) February 16, 2000
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GLOBAL TECHNOLOGIES, LTD.
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(Exact Name of Registrant as specified in its charter)
DELAWARE 0-25668 86-0970492
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
The Belgravia, 1811 Chestnut Street, Suite 120, Philadelphia, PA 19103
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(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code (215) 972-8191
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On February 16, 2000, Global Technologies, Ltd. ("Global") completed a
$10.0 million equity financing. Two institutional funds invested a total of
$10.0 million in Global in return for an aggregate of 1,000 shares of Global
Series C 5% Convertible Preferred Stock ("Preferred Stock") and warrants
("Warrants") exercisable for five years at a premium to market and callable
under certain circumstances.
The Preferred Stock ranks senior with respect to dividends and liquidation
payments to shares of Global Class A Common Stock ("Common Stock") and future
preferred stock. The Preferred Stock carries a 5% cumulative dividend payable in
cash or Common Stock. The Preferred Stock is convertible into shares of Common
Stock initially at a price per share equal to 120% of the average of the closing
bid prices for shares of Common Stock as reported on the Nasdaq National Market
for the five trading days beginning March 1, 2000. Nine months after funding,
and each three months thereafter while shares of Preferred Stock are
outstanding, the conversion price will reset in accordance with the formula set
forth in the Certificate of Designations, Rights, Preferences and Limitations of
Series C Convertible Preferred Stock of Global (the "Certificate"). The
conversion price is also subject to adjustment pursuant to the antidilution
provisions contained in the Certificate. Any shares of Preferred Stock
outstanding three years from the funding date automatically convert into shares
of Common Stock at the then applicable conversion price.
As long as the Common Stock is listed for trading on Nasdaq, the Company
may not issue on conversion of Preferred Stock more than 19.999% of the
outstanding Common Stock immediately prior to closing without obtaining prior
shareholder approval in order to comply with Nasdaq Listing Requirements.
The Preferred Stock and Warrants have no voting rights. The Preferred Stock
is redeemable by Global at a premium. The holders of the Preferred Stock may
require Global to redeem the Preferred Stock in the event of certain "Triggering
Events" as defined in the Certificate. In addition, in connection with the
financing, Global has granted the investors registration rights with respect to
the shares of Common Stock into which the Preferred Stock is convertible and
Warrants are exercisable.
The Warrants provide that each holder will have the right to acquire a
number of shares of Common Stock equal to 15% of such holder's purchase price
for the Preferred Stock acquired by it divided by the exercise price equal to
the greater of (i) 120% of the average of the closing bid prices for the Common
Stock for the five trading days preceding the closing date (subject to
adjustment), and (ii) 120% of the average of the closing bid prices of the
Common Stock for the five trading days starting on and including March 1, 2000.
The foregoing is a brief summary of certain provisions of the Certificate
pertaining to the rights, preferences and limitations of the Preferred Stock and
certain provisions of the Warrants. This summary does not purport to be complete
and is qualified in its entirety by reference to the Certificate, Form of
Warrant and the Convertible Preferred Stock Purchase Agreement, which are filed
herewith as Exhibits and are incorporated herein by reference thereto.
ITEM 7. EXHIBITS
Exhibit No. Description
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4.1 Certificate of Designations, Rights, Preferences and Limitations
of Series C Convertible Preferred Stock of Global Technologies,
Ltd.
4.2 Form of Callable Warrant issued to holders of Series C
Convertible Preferred Stock of Global Technologies, Ltd.
10.1 Convertible Preferred Stock Purchase Agreement among Global
Technologies, Ltd. and the Investors Signatory thereto, dated as
of February 16, 2000.
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.
GLOBAL TECHNOLOGIES, LTD.
Dated: February 24, 2000 By: /s/ Irwin L. Gross
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Name: Irwin L. Gross
Title: Chairman and
Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Certificate of Designations, Rights, Preferences and Limitations
of Series C Convertible Preferred Stock of Global Technologies,
Ltd.
4.2 Form of Callable Warrant issued to holders of Series C
Convertible Preferred Stock of Global Technologies, Ltd.
10.1 Convertible Preferred Stock Purchase Agreement among Global
Technologies, Ltd. and the Investors Signatory thereto, dated as
of February 16, 2000.