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 (Date of earliest event reported) May 1, 2000
WAVETECH INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Nevada 001-15482 86-0916826
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5210 E. Williams Circle, Suite 200, Tucson, Arizona 85711
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (520) 750-9093
Not Applicable
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
On May 1, 2000, Wavetech International, Inc. (the "Company"), completed a
$5 million private placement of Series B Convertible Preferred Stock (the
"Preferred Stock"), and common stock purchase warrant (the "Warrant"), with an
accredited investor.
The financing consisted of 1,000 shares of Preferred Stock and a Warrant to
purchase 160,000 shares of common stock. The Preferred Stock carries a dividend
of 6% and a conversion price equal to the lower of 80% of the average closing
bid prices of the Company's common stock for the three lowest trading days of
the 10 consecutive trading days immediately preceding the conversion date or
110% of the average closing bid prices of the Company's common stock for the
five trading days prior to the date of issuance of the Preferred Stock.
The Warrant has a term of three years and is exercisable at a price of $.01
for all 160,000 shares of common stock. The Company also issued a warrant to
purchase 43,371 shares of common stock to the placement agent in the private
placement (the "Agent Warrant"). The Agent Warrant has a term of three years and
is exercisable at an aggregate price of $350,000.
In connection with the issuance of the Preferred Stock and Warrant, the
Company has granted the holder certain registration rights pursuant to a
Registration Rights Agreement.
Copies of the Certificate of Designations, Rights, Preferences and
Limitations of Series B Convertible Preferred Stock, Warrant, Registration
Rights Agreement and Securities Purchase Agreement are attached hereto as
Exhibits 4, 10.1, 10.2 and 10.3, respectively. For additional discussion
regarding this transaction, see also the Company's press release attached hereto
as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit No. Description
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4 Certificate of Designations, Rights, Preferences and
Limitations of Series B Convertible Preferred Stock
10.1 Placement Agent's Warrant
10.2 Investor's Warrant
10.3 Registration Rights Agreement
10.4 Securities Purchase Agreement
99.1 Wavetech International, Inc. press release announcing
the completion of a $5 million private placement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized.
WAVETECH INTERNATIONAL, INC.
Date: May 16, 2000 By /s/ Gerald I. Quinn
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Gerald I. Quinn
Chief Executive Officer and President
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