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
August 20, 2002
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(Date of Report)
GENUS, INC.
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(Exact name of registrant as specified in its charter)
California 000-17139 94-2790804
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1139 Karlstad Drive
Sunnyvale, CA 94089
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 747-7120
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
On August 14, 2002, the Registrant completed a $7.8 million private
placement of subordinated convertible notes and warrants. In connection with the
private placement, the Registrant issued notes convertible into 5,556,898 shares
of common stock and warrants to purchase up to 2,778,275 additional shares of
common stock. The notes and warrants are convertible into common stock at a
price per share based on a premium of 105.19% over the closing bid price for the
five trading days preceding the execution of the transaction documents. The
Registrant has agreed to file a registration statement covering the resale of
the shares underlying the notes and warrants.
The foregoing matters are further described in the press releases issued by
the Registrant on July 31, 2002 and August 15, 2002, copies of which are filed
herewith as Exhibit 99.1 and Exhibit 99.2 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release of Genus, Inc. dated July 31, 2002.
99.2 Press release of Genus, Inc. dated August 15, 2002.
99.3 Form of Securities Purchase Agreement among the Company and the
Purchasers signatory thereto.*
99.4 Form of Warrant Agreement dated August 14, 2002 issued to each of the
Purchasers.
99.5 Form of Resale Registration Rights Agreement among the Company and the
Purchasers signatory thereto.
99.6 Form of 7% Convertible Subordinated Note Due 2005 dated August 14,
2002 issued to each of the Purchasers.
99.7 Form of Subordination Agreement dated August 14, 2002 among Silicon
Valley Bank, the Company, and the Purchasers signatory thereto.
*The Company entered into the Securities Purchase Agreement with Purchasers
on July 31, 2002 and August 14, 2002. Purchasers having executed the
Securities Purchase Agreement on July 31, 2002 were issued Convertible
Subordinated Notes and Warrants each having a conversion price of $1.42.
Purchasers having executed the Securities Purchase Agreement on August 14,
2002 were issued Convertible Subordinated Notes and Warrants each having a
conversion price of $1.25.
2
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.
Date: August 20, 2002 GENUS, INC.
By: /s/ Shum Mukherjee
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Shum Mukherjee
Chief Financial Officer
INDEX TO EXHIBITS
Exhibits
99.1 Press release of Genus, Inc. dated July 31, 2002.
99.2 Press release of Genus, Inc. dated August 15, 2002.
99.3 Form of Securities Purchase Agreement among the Company and the
Purchasers signatory thereto.*
99.4 Form of Warrant Agreement dated August 14, 2002 issued to each of the
Purchasers.
99.5 Form of Resale Registration Rights Agreement among the Company and the
Purchasers signatory thereto.
99.6 Form of 7% Convertible Subordinated Note Due 2005 dated August 14,
2002 issued to each of the Purchasers.
99.7 Form of Subordination Agreement dated August 14, 2002 among Silicon
Valley Bank, the Company, and the Purchasers signatory thereto.
*The Company entered into the Securities Purchase Agreement with Purchasers
on July 31, 2002 and August 14, 2002. Purchasers having executed the
Securities Purchase Agreement on July 31, 2002 were issued Convertible
Subordinated Notes and Warrants each having a conversion price of $1.42.
Purchasers having executed the Securities Purchase Agreement on August 14,
2002 were issued Convertible Subordinated Notes and Warrants each having a
conversion price of $1.25.