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): June 21, 1996
SC&T INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
ARIZONA 0-27382 86-0737579
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(State or other (Commission File No.) (IRS Employer ID No.)
jurisdiction of incorporation)
3837 E. LaSalle Street, Phoenix, Arizona 85040
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (602) 470-1334
SC&T INTERNATIONAL, INC.
FORM 8-K
CURRENT REPORT
ITEM 5. Other Events.
On June 21, 1996 (the "Closing Date"), SC&T International, Inc. (the
"Company") completed a private placement (the "Private Placement") of
$10,510,000 of Convertible Preferred Stock (the "Preferred Stock") to a group of
institutional investors under Regulation S. The Preferred Stock accretes at an
8% annual rate and may be converted into common stock of the Company (the
"Common Stock") at either $7.75 per share or 85% of the average ten-day closing
bid price prior to the date of conversion. The Preferred Stock will become
convertible into the Common Stock in the following manner: (i) one-third of the
Preferred Stock shall become convertible into Common Stock on August 20, 1996;
(ii) one-third of the Preferred Stock shall become convertible into Common Stock
on September 19, 1996; and (iii) one-third of the Preferred Stock shall become
convertible into Common Stock on October 19, 1996.
Prior to the conversion of the Preferred Stock, the Company had
approximately 6,539,000 shares of Common Stock outstanding on a fully diluted
basis. At June 21, 1996, full conversion of the Preferred Stock at the fixed
conversion price of $7.75 per share would result in the issuance of a maximum of
1,464,619 additional shares of Common Stock.
One-half of the proceeds from the Private Placement shall be reserved
for inventory financing.
ITEM 7. Exhibits.
Exhibit No. Description of Exhibit
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99.1 Press Release regarding SC&T International, Inc.'s
Announcement of a Sale of $10,510,000 of Convertible
Preferred Stock dated June 21, 1996.
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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.
July 2, 1996 SC&T INTERNATIONAL, INC.
By: /s/ Timothy J. Stocker
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Timothy J. Stocker
Vice President of Finance and
Chief Financial Officer
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