SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 earliest event reported: January 25, 2000
TOP AIR MANUFACTURING, INC.
(Exact Name of Registrant as Specified in Its Charter)
Iowa
(State or Other Jurisdiction of Incorporation)
0-10571 42-1155462
(Commission File Number) (I.R.S. Employer Identification No.)
317 Savannah Park Road, Cedar Falls, Iowa 50613
(Address of Principal Executive Offices) (Zip Code)
(319) 268-0473
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events.
In connection with discussions between the Registrant and its bank
lender, on January 25, 2000, the Registrant raised approximately $500,000
through a private placement of the Registrant's convertible subordinated
debentures due January 2005 (the "Subordinated Debentures"), which were offered
to the Registrant's significant shareholders and/or directors. The Board of
Directors of the Registrant, excluding those directors who purchased the
Subordinated Debentures from the Registrant, approved the terms of the
Subordinated Debentures, including a fluctuating rate of interest (based on the
Firstar Bank prime rate plus 100 basis points) and the conversion price of $1.25
(based on a premium of 25% over the closing price of the Registrant's common
stock on January 24, 2000). The Board determined that such terms were fair and
represented terms no less favorable, from the Registrant's point of view, than
could be obtained from unaffiliated third parties.
Item 7. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit Number Description
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4.1 Form of Registrant's Convertible Subordinated Debenture due
2005
99.1 Form of Securities Purchase Agreement dated January 25, 2000.
SIGNATURE
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 thereunto duly authorized.
Date: February 2, 2000
TOP AIR MANUFACTURING, INC.
By: /s/ Steven R. Lind
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Steven R. Lind
President and Chief Executive Officer