UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 27, 2004
NuTECH DIGITAL, INC.
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(Exact name of Registrant as specified in charter)
California 000-50021 95-4642831
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
7900 Gloria Avenue
Van Nuys, California 91406
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(Address of principal executive offices)
Registrant's telephone number, including area code: (818) 994-3831
Not applicable
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(Former name or former address, if changed since last report)
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time
with the Securities and Exchange Commission (collectively the "Filings") contain
or may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Registrant's management as
well as estimates and assumptions made by Registrant's management. When used in
the Filings the words "anticipate, "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
ITEM 5. Other Events and Regulation FD Disclosure.
On February 27, 2004 (the "Closing Date"), NuTech Digital, Inc. (the
"Company") completed a private sale of common stock to accredited investors at a
price of $0.40 per share. In conjunction with the sale of the common stock, the
Company issued warrants having an exercise price of $0.75 per share. For each
share of common stock purchased, each investor received warrants to purchase two
shares of the Company's common stock. At the closing, the Company received
$1,750,000 in gross proceeds.
According to the terms of the stock purchase agreement, the Company
shall use its best efforts to file a registration statement to register the
shares of common stock and the shares underlying the warrants within 60 days of
the Closing Date and cause, or use its best efforts to cause the registration
statement to be declared effective within 120 days of the Closing Date. The
terms of the stock purchase agreement provide for the cash payment of 1% of the
purchase price if the Company fails to file a registration statement or if the
registration statement is not declared effective within the required time
periods and if such failure continues for more than 30 days, the Company will
pay the investors a cash payment equal to another 1% of the purchase price. If
such failures continue thereafter, the Company shall pay the investors a cash
payment equal to 2% of the purchase price per month until the failure is cured
or one year after the Closing Date, whichever occurs first.
The securities issued in the private placement have not been registered
under the Securities Act of 1933, as amended, and until so registered the
securities may not be offered or sold in the United States absent registration
or availability of an applicable exemption from registration. The offering
requires the Company to prepare and file with the Securities and Exchange
Commission a registration statement for the purpose of registering under the
Securities Act of 1933 all of the shares of the Company's common stock that were
sold to the investors pursuant to the Stock Purchase Agreements as well as the
shares of common stock issuable upon exercise of the warrants.
This announcement is not an offer to sell securities of Nutech Digital,
Inc. and any opportunity to participate in the private placement was available
to a very limited group of accredited investors.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information Not applicable.
(c) Exhibits
Exh. No. Description
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Not applicable
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: March 1, 2004 NuTECH DIGITAL, INC.
By: /s/ Lee Kasper
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Lee Kasper
President