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) April 26, 2001
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 of 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)
(215) 972-8191
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(Registrant's telephone number, including area code)
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Former Name or Former Address, If Changed Since Last Report
INFORMATION TO BE INCLUDED IN THIS REPORT
ITEM 5. OTHER EVENTS
AMENDMENT OF SETTLEMENT AGREEMENT TO PROVIDE FOR EXCHANGE OF SERIES D PREFERRED
STOCK FOR SERIES C PREFERRED STOCK
On April 26, 2001 we entered into an amendment (the "Amendment") to the
settlement agreement (the "Settlement Agreement") dated as of January 31, 2001
among ourselves, Advantage Fund II Ltd. ("Advantage") and Koch Investment Group
Ltd. ("Koch"). The Settlement Agreement and certain related transactions have
previously been described in our Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 20, 2001. The Amendment provided
that we, Advantage and Koch enter into a securities exchange agreement (the
"Exchange Agreement") simultaneously with the Amendment. On April 26, 2001,
pursuant to the Exchange Agreement, we exchanged one share of our newly
authorized Series D convertible preferred stock for each outstanding share of
our Series C preferred stock then held by Advantage and Koch. Advantage and Koch
exchanged 550 and 250 shares, respectively, of Series C preferred stock for
Series D preferred stock. This constituted all of the outstanding shares of
Series C preferred stock. The parties to the Amendment and the Exchange
Agreement intended that the terms of the Series D preferred stock would reflect
the amendments to the Series C preferred stock previously contemplated by the
Settlement Agreement as in effect prior to the Amendment. These parties
determined that consummating the exchange contemplated by the Exchange Agreement
would be a more efficient and less costly means of permitting us to issue shares
of our capital stock to Advantage and Koch having the rights and remedies
contemplated by the amendments to the Series C preferred stock described in the
Settlement Agreement (as in effect prior to the Amendment) than seeking to amend
the Series C preferred stock.
The Series D preferred stock differs from the terms of the Series C
preferred stock in effect prior to the Settlement Agreement in a number of
respects. No shares of Series C preferred stock remain outstanding after the
consummation of the exchange contemplated by the Exchange Agreement. All accrued
and unpaid dividends on the Series C preferred stock were cancelled pursuant to
the Settlement Agreement. The Series D preferred stock does not accrue
dividends. The Series D preferred stock conversion price per share of our Class
A common stock is fixed at $5.0057 and further adjustment of the conversion
price is limited to certain capital changes and distributions. As a result, the
number of shares of our Class A common stock issuable upon conversion of the 800
shares of Series D preferred stock is fixed at, in the aggregate, 1,598,178
shares, subject to certain adjustment provisions and limitations on conversions.
The Series D preferred stock does not have the automatic conversion of the
Series C preferred stock, the liquidation preference of the Series C preferred
stock, the mandatory redemption right of holders of our Series C preferred stock
upon certain triggering events and the requirement of the approval of the
holders of a majority of the then outstanding Series C preferred stock for us to
authorize or create any class of stock ranking senior or pari passu to the
Series C preferred stock or to increase our authorized preferred stock. The
other terms of the Series D preferred stock are substantially similar to those
of the Series C preferred stock. The Settlement Agreement provides that we
register any unregistered shares of Class A common stock underlying the Series D
preferred stock held by Advantage and Koch. Advantage and Koch agree to vote all
Class A common stock owned by them in accordance with the instructions of our
board of directors.
The foregoing is a brief summary of certain provisions of the Certificate
pertaining to the rights, preferences and limitations of the Series D preferred
stock, the Amendment and the Exchange Agreement. This summary does not purport
to be complete and is qualified in its entirety by reference to such
Certificate, Amendment and Exchange 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 D Convertible Preferred Stock of Global Technologies,
Ltd.*
10.1 Amendment dated as of April 26, 2001 to the Settlement Agreement
dated as of January 31, 2001 by and among Registrant, Advantage
Fund II Ltd. And Koch Investment Group, Ltd.*
10.2 Securities Exchange Agreement dated as of April 26, 2001 among
Registrant, Advantage Fund II, Ltd and Koch Investment Group,
Ltd.*
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* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities and 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: May 2, 2001 By: /s/ S. Lance Silver
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Name: S. Lance Silver
Title: Vice President and general Counsel
INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Certificate of Designations, Rights, Preferences and Limitations
of Series D Convertible Preferred Stock of Global Technologies,
Ltd.*
10.1 Amendment dated as of April 26, 2001 to the Settlement Agreement
dated as of January 31, 2001 by and among Registrant, Advantage
Fund II Ltd. And Koch Investment Group, Ltd.*
10.2 Securities Exchange Agreement dated as of April 26, 2001 among
Registrant, Advantage Fund II, Ltd and Koch Investment Group,
Ltd.*
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* Filed herewith