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): November 5, 1997
Media Logic, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-9605 04-2772354
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
310 South Street
Plainville, MA 02194
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 695-2006
Exhibit Index on page 4.
1
Item 5. Other Events.
On November 5, 1997,the Registrant publicly disseminated a press
release announcing that the Registrant had completed a financing in which the
Registrant raised gross proceeds of $750,000 (the "October Financing"). The
information contained in the press release is incorporated herein by reference
and filed as Exhibit 99.1 hereto.
On December 30, 1997,the Registrant publicly disseminated a press
release announcing that the Registrant had completed a financing in which the
Registrant raised gross proceeds of $1,530,000 (the "December Financing"). The
information contained in the press release is incorporated herein by reference
and filed as Exhibit 99.2 hereto.
On December 29, 1997, F.T.S. Worldwide Corporation ("F.T.S."), the
holder of the Registrant's 7% Convertible Debentures Due October 29, 2000
purchased in the October Financing (the "October Debentures") and the
Registrant signed Amendment No. 1 to Convertible Debentures Due October 29, 2000
("October Amendment No. 1") in which F.T.S. and the Registrant agreed to set a
fixed conversion price for the October Debentures of ninety cents ($0.90) per
share of Common Stock until 30 days after the closing of the December Financing
and thereafter to set a minimum conversion price of ninety cents ($0.90) per
share of Common Stock. The Form of October Amendment No. 1 is incorporated
herein by reference and filed as Exhibit 99.3 hereto.
On December 29, 1997, all but one of the remaining holders (F.T.S.,
Beauchamp Finance, Ltd., Euro Factors International Inc. and Ramlu Trading
Corp.) (the "March Holders") of the Registrant's 7% Convertible Subordinated
Debentures Due March 24, 2000 (the "March Debentures") purchased in a financing
which closed on March 24, 1997 (the "March Financing"), in which the Registrant
raised gross proceeds of $3,530,000, and the Registrant signed Amendment No. 1
to Subscription Agreement ("March Amendment No. 1") in which the March Holders
and the Registrant agreed to set a fixed conversion price for the March
Debentures of ninety cents ($0.90) per share of Common Stock until 30 days after
the closing of the December Financing and thereafter to set a minimum conversion
price of ninety cents ($0.90) per share of Common Stock. The Form of March
Amendment No. 1 is incorporated herein by reference and filed as Exhibit 99.4
hereto.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 The Registrant's Press Release dated November 5, 1997.
99.2 The Registrant's Press Release dated December 30, 1997.
99.3 Form of Amendment No. 1 to 7% Convertible Debentures Due October
29, 2000, dated December 29, 1997.
99.4 Form of Amendment No. 1 to Subscription Agreement dated March 24,
1997 among Media Logic, Inc. and the purchasers named on the
signature pages thereto, dated December 29, 1997.
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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 hereunto duly authorized.
MEDIA LOGIC, INC.
-----------------
(Registrant)
Date: December 30, 1997 /s/ Paul M. O'Brien
--------------------
Paul M. O'Brien
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
- ------ ------------ -----------
99.1 The Registrant's Press Release 5
dated November 5, 1997
99.2 The Registrant's Press Release 7
dated December 30, 1997
99.3 The Registrant's Form of Amendment No. 1 to 7% 9
Convertible Debentures Due
October 29, 2000, dated December 29, 1997.
99.4 The Registrant's Form of Amendment No. 1 to 11
Subscription Agreement dated March 24, 1997
among Media Logic, Inc. and the purchasers
named on the signature pages thereto, dated
December 29, 1997.
4