SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange of 1934
Date of Report November 12, 1996
DCX, Inc.
(Exact name of registrant as specified in its charter)
Colorado 0-14273 84-0868815
(State of (Commission (IRS Employer
incorporation) File Number) Identification No.)
3002 North State Highway 83, Franktown, CO 80116-0569
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 688-6070
Not Applicable
(Former name or former address, if changed since last report)
Item 5, Other Events.
Designation of Series A Preferred Stock.
On November 12, 1996, the Company received official notice of the acceptance of
the filing of an amendment to its Articles of Incorporation on November 6, 1996
to designate a Series A 6% Cumulative Convertible Redeemable Preferred Stock par
value $.001 ("Series A Preferred"), out of a part of its class of authorized
preferred stock. The number of shares of Series A Preferred Stock shall be
1,000,000. The Series A Preferred do not have voting rights and have a
liquidation preference over the common stock.
The Amendment to the Articles of Incorporation is attached to this Report as
Exhibit A, and sets forth the relative rights, designations, and preferences of
the Series A Preferred.
Item 7. Financial Statements and Exhibits.
Exhibit
Number Exhibit Page
- ------ ------- ----
3.2c Articles of Amendment to the Articles 4
of Incorporation of DCX, Inc.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On November 12, 1996, the Company sold a total of 500 shares of Series A 6%
Cumulative Convertible Redeemable Preferred Stock par value $.001 ("Series A
Preferred"), pursuant to Regulation S. The total offering price was $500,000.
First Capital Partners, Inc., Atlanta, GA, acted as the Company's placement
agent for the transaction. The sale was made in a private offshore transaction
to two non US funds who represented to the Company that they were sophisticated
investors.
Terms of the Series A Preferred provide for cumulative dividends at a 6% annual
interest rate payable when, as and if declared, payable in cash or, at the
option of the Company, in additional shares of Series A Preferred at the rate of
one share of Series A Preferred for each $1,000 of such dividend not paid in
cash. The dividends are cumulative whether or not earned. The Series A Preferred
has a stated value of $1,000 per share. The Series A Preferred do not have
voting rights.
Shares of Series A Preferred Stock have the following conversion rights:
(a) Each holder of shares of Series A Preferred Stock shall have the right at
any time and from time to time after forty (40) days from the date on which a
share of Series A Preferred Stock was issued, to convert some or all such share
into fully paid and non-assessable shares of Common Stock of the Corporation
determined in accordance with the Conversion Rate provided in Paragraph (b)
below (the "conversion Rate").
(b) The number of shares Common Stock issuable upon conversion of each share of
Series A Preferred Stock shall equal (I) the sum of (A) the Stated Value per
share and (B) accrued and unpaid dividends on such share, divided by (ii) the
Conversion Price. The Conversion Price shall be equal to the lessor of: (I) the
average of the Closing Bid Price (as hereinafter defined) of the Corporation's
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Common Stock for the five (5) trading days immediately preceding the date of
issuance of the Series A Preferred Stock; and (ii) seventy five percent (75%) of
the average of the Closing Bid Price for the five trading days immediately
preceding the conversion of the Series A Preferred Stock. The Closing Bid Price
shall mean the Closing bid price of the Corporations Common Stock as reported by
NASDAQ (or if not reported by NASDAQ as reported by such other exchange or
market where traded..
The Series A Preferred is subject to mandatory conversion two years after the
date of issue.
The Company paid a commission of ten percent of the total offering price, and
agreed to issue to First Capital Partners warrants to purchase 36,281 shares of
the Company's no par value common stock. The warrants are exercisable until
November 12, 1998, with an exercise price of $1.875 per share. the holders of
the warrants, and the holders of the 500 shares of Series A Preferred each have
a demand and piggy back registration right if necessary to permit the public
sale of the underlying common stock.
The private sale of the Series A Preferred was exempt from registration under
Regulation S. The sale was made in an offshore transaction to non US persons,
and the purchasers made representations to the Company regarding their status
and actions necessary to comply with Regulation S.
Change in Litigation Status. The Company reports that its attorney received word
from the United States Supreme Court that the Company's petition for certiorari
in the matter of the third terminated contract was denied. While the Company
previously had recorded a reserve of $521,000.00 during its third fiscal quarter
for the potential loss associated with this possibility, it is further
evaluating the effect of this denial on its financial statements which could be
material. The Company expects to be requested to reimburse the reprocurement
costs and may be presented with claims from certain vendors on the contract for
unreimbursed costs related to unfinished goods and services related to the
contract but not delivered to the Company.
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.
DCX, Inc.
(Registrant)
November 27, 1996 /S/ FREDERICK G. BEISSER
-----------------------------------------
(Signature)
Frederick G. Beisser
Secretary, Treasurer & Chief Financial Officer
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