SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 1998
INFONAUTICS, INC.
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(Exact name of registrant specified in Charter)
Pennsylvania 0-28284 23-2707366
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(State or other (Commission IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
900 West Valley Road, Suite 1000
Wayne, Pennsylvania 19087
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(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: (610) 971-8840
(not applicable)
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(Former name and former address, if changed since last report)
This amendment to the Current Report on Form 8-K of Infonautics, Inc.
(the "Company") filed with the Securities and Exchange Commission on
July 23, 1998 (the "Form 8-K") amends and modifies Item 5 of the Form 8-K.
Item 5. Other Events.
On July 22, 1998, the Company entered into a Securities Purchase
Agreement with RGC International Investors, LDC ("RGC") under which it
agreed to issue up to 5,000 shares of Series A Convertible Preferred Stock
with a stated value of $1,000 per share (the "Series A Preferred Stock") for
an aggregate of $5 million in cash.
Each share of Series A Preferred Stock is convertible into the number
of shares of the Company's Class A common stock (the "Common Stock") equal
to (i) the stated value ($1,000) plus a premium of 5% per annum of the
stated value from the date of issuance of the Series A Preferred Stock
divided by (ii) the Conversion Price. The Conversion Price is equal to the
lesser of (i) the average of the closing bid prices on the Nasdaq National
Market ("Nasdaq") for any five consecutive trading days designated by the
holder during either (A) the twenty trading day period ending one trading
day prior to the date that the conversion notice is sent by a holder to the
Company on or before 240 days following the issue date or (B) the thirty
trading day period ending one trading day prior to any conversion date
occurring after 240 days after the issue date, or (ii) the dollar amount
which represents 150% of the average of the closing bid prices over the 10
trading days beginning July 16, 1998 or, in the case of any subsequent
closing, 130% of the average of the closing bid prices over the 5 trading
days immediately preceding the subsequent closing.
The holders of the Series A Preferred Stock are subject to limits on
the number of shares they can convert at any one time. Unless the trading
price of the Common Stock on Nasdaq on the date of conversion is greater
than or equal to either (i) 120% of the average of the closing bid prices
for any five consecutive trading days designated by the holder during either
(A) the twenty trading day period ending one trading day prior to the date
that the conversion notice is sent by a holder to the Company on or before
240 days following the issue date or (B) the thirty trading day period
ending one trading day prior to any conversion date occurring after 240 days
after the issue date or (ii) the dollar amount which represents 150% of the
average of the closing bid prices over the 10 trading days beginning on July
16, 1998 or, in the case of any subsequent closing, 130% of the average of
the closing bid prices over the 5 trading days immediately preceding the
subsequent closing, and in certain other limited situations, the following
limits apply: Prior to January 22, 1999, the Series A Preferred Stock may
not be converted; beginning on January 23, 1999, each holder of Series A
Preferred Stock may convert up to 25% of its initial holding of Series A
Preferred Stock into Common Stock; beginning on February 23, 1999, it may
convert up to 50% of its initial holding into Common Stock; beginning on
March 23, 1999, it may convert up to 75% of its initial holding; beginning
on April 23, 1999, it may convert up to 100% of its initial holding.
The Company also issued to RGC five year warrants to purchase 200,000
shares of Common Stock at a purchase price, subject to adjustment, equal to
150% for half of the warrants, and 130% for the other half, of the average
closing bid price of the Company's common stock during specified periods.
The Company has agreed to register under the Securities Act of 1933 the
resale of the Common Stock to be issued upon conversion of the Series A
Preferred Stock or exercise of the warrants.
The Certificate of Designations of the Series A Preferred Stock,
Securities Purchase Agreement and Registration Rights Agreement are filed as
exhibits to this Current Report on Form 8-K. This summary description of
the transaction is qualified in its entirety by reference to the documents
filed as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
The following are filed as exhibits to this Current Report on Form 8-K:
99.1 Statement with Respect to Shares for Series A Convertible
Preferred Stock of Infonautics, Inc.*
99.2 Securities Purchase Agreement, dated as of July 22, 1998, between
Infonautics, Inc. and RGC International Investors, LDC.*
99.3 Registration Rights Agreement, dated as of July 22, 1998, between
Infonautics, Inc. and RGC International Investors, LDC.*
* Incorporated by reference to the Form 8-K.
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.
INFONAUTICS, INC.
By: /s/ David Van Ripper Morris
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David Van Ripper Morris
President and Chief Executive Officer
Dated: August 10, 1998