UNITED STATES
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
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Date of Report (Date of earliest event reported): November 7, 1997
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NICOLLET PROCESS ENGINEERING, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-27928 41-1528120
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(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
420 North Fifth Street, Ford Centre, Suite 1040, Minneapolis, Minnesota 55401
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (612) 339-7958
ITEM 5. OTHER EVENTS.
On November 7, 1997, pursuant to certain Subscription Agreements
(collectively the "Subscription Agreements") dated as of November 7, 1997 by and
between Nicollet Process Engineering, Inc. (the "Company") and each of Oscar
Capital Management, LLC ("Oscar Capital"), Anthony Scaramucci ("Scaramucci"),
David R. Chamberlin ("Chamberlin") and Andrew K. Boszhardt, Jr. ("Boszhardt")
(Oscar Capital, Scaramucci, Chamberlin and Boszhardt are collectively referred
to herein as the "Investors"), the Investors purchased an aggregate of 1,166,667
shares (the "Investor Shares") of common stock, no par value (the "Common
Stock") of the Company at a price of $0.60 per share, for an aggregate purchase
price of $700,000 (the "Transaction"). As a condition to the closing of the
Transaction, the directors of the Company were required to purchase an aggregate
of 100,000 shares of Common Stock of the Company at a price of $0.60 per share
(the "Directors Shares"). The 1,166,667 shares issued to the Investors in
connection with the Transaction represented approximately 25.2% of the
outstanding shares of Common Stock of the Company after the closing,
approximately 34.6% of such outstanding Common Stock of the Company prior to the
closing and approximately 19.5% of such outstanding Common Stock of the Company
on a fully-diluted basis (assuming the exercise of all stock options and
warrants outstanding as of November 7, 1997). All of the Investors Shares and
the Director Shares are "restricted stock," as defined in the rules promulgated
under the Securities Act of 1933, as amended. The Investors Shares also have
certain demand and "piggyback" registration rights. Pursuant to the terms of
the Subscription Agreements, the Company agreed to elect Boszhardt to the
Company's Board of Directors. Mr. Pierce A. McNally and Mr. Robert A. Pitner,
the Chairman of the Board and President and Chief Executive Officer of the
Company, respectively, have agreed to vote their respective shares of Common
Stock of the Company in favor of electing Mr. Boszhardt to the Board of
Directors of the Company.
Additional information concerning the Transaction is contained in the
Subscription Agreements and the Registration Rights Agreement, the forms of
which are exhibits hereto and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Not applicable.
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(c) EXHIBITS.
Exhibit No. Description Method
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10.1 Form of Subscription Agreement dated Incorporated by reference
November 7, 1997 by and between the into Amendment No. 1 to
Company and each of Oscar, Scaramucci, Schedule 13D filed on
Chamberlin and Boszhardt. November 13, 1997 by
Pierce A. McNally and
Robert A. Pitner.
10.2 Registration Rights Agreement dated Filed herewith.
November 7, 1997 by and between the
Company and each of Oscar, Scaramucci,
Chamberlin and Boszhardt.
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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 thereunto duly authorized.
NICOLLET PROCESS ENGINEERING, INC.
(Registrant)
By: /s/ John Sandberg
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John Sandberg
Its: Controller
Dated: November 14, 1997
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INDEX TO EXHIBITS
Exhibit No. Description Method
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10.1 Form of Subscription Agreement dated Incorporated by reference
November 7, 1997 by and between the into Amendment No. 1 to
Company and each of Oscar, Scaramucci, Schedule 13D filed on
Chamberlin and Boszhardt. November 13, 1997 by
Pierce A. McNally and
Robert A. Pitner.
10.2 Registration Rights Agreement dated Filed herewith.
November 7, 1997 by and between the
Company and each of Oscar, Scaramucci,
Chamberlin and Boszhardt.
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