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): FEBRUARY 19, 2003
ALLIS-CHALMERS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-2199
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER)
OF INCORPORATION)
39-0126090
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
7660 WOODWAY, SUITE 200
HOUSTON, TEXAS 77063
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 369-0550
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On March 6, 2002, we issued 3,500,000 shares of Series A 10% Cumulative
Convertible Preferred Stock, (the "Preferred Stock"), to Energy Spectrum
Partners, LP. ("Energy Spectrum") in connection with the acquisition (the
"Strata Acquisition") from Energy Spectrum of substantially all of the common
stock and preferred stock of Strata Directional Technology, Inc.
In accordance with the Certificate of Designation, Preferences and
Rights of the Preferred Stock (the "Certificate") the Preferred Stock is
convertible into a number of shares of our common stock determined by dividing
the "Liquidation Value" of the Preferred Stock, which is $1.00 per share, by the
"Conversion Price" of the Preferred Stock. The Conversion Price was initially
$0.75, but in accordance with the Certificate the Conversion Price was required
to be reduced to an amount equal to 75% of the market price calculated in
accordance with the Certificate, or $0.19.
By letter agreement dated February 19, 2003, a copy of which is
attached as an exhibit to this Form 8-K, Energy Spectrum agreed to set the
Conversion Price at $0.50, to vote for an amendment to our Certificate of
Incorporation to reflect the amended Conversion Price, and that prior to the
amendment of the Company's Certificate of Incorporation if any Preferred Stock
is converted into our common stock the Conversion Price for such conversion
shall be $0.50. The letter agreement reduces the number of shares of common
stock into which the Preferred Stock is convertible to 7,000,000 shares.
The Conversion Price is subject to adjustment pursuant to Section 11 of
Certificate in the event of a stock split, stock dividend, reclassification, or
similar event, or in the event any other distribution is made in respect of our
common stock. Section 11 also provides that in the event we sell shares of our
common stock for less than the Conversion Price, the Conversion Price will be
reduced to such sales price.
In connection with the Strata Acquisition, we issued to Energy Spectrum
a warrant to purchase 437,500 shares of our common stock at an exercise price of
$0.15 per share, and we agreed that if we did not redeem all but one share of
the Preferred Stock on or prior to February 6, 2003, we would issue Energy
Spectrum an additional warrant to purchase 875,000 shares of our common stock at
an exercise price of $0.15 per share. On February 19, 2003, we issued such
warrant, a copy of which is attached as an exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired: NONE
(b) Pro Forma Financial Information: None
(c) Exhibits.
10.1 Letter Agreement dated February 19, 2003
10.2 Warrant issued to Entergy Spectrum, LP, dated February 19,
2003
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 hereunto duly authorized.
ALLIS-CHALMERS CORPORATION
By: /s/ Munawar H. Hidayatallah
----------------------------
Munawar H. Hidayatallah
President, Chief Executive
Officer and Chairman
Date: February 19, 2003
Exibit Description
10.1 Letter Agreement dated February 19, 2003
10.2 Warrant issued to Entergy Spectrum, LP, dated February 19,
2003