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
Date of Report (Date of earliest event reported): JUNE 14, 2004
FIRSTWAVE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its
charter)
Georgia 0-21202 58-1588291
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2859 Paces Ferry Road, #1000
Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 431-1200
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On June 11, 2004, the Board of Directors of Firstwave Technologies, Inc., a
Georgia corporation (the "Company") held a special meeting (the "Special
Meeting") to consider the following:
(i) to approve the sale and issuance of up to 7,500 shares of a new
series of preferred stock, designated as the Series D Convertible
Preferred Stock (the "Series D Stock"), at a purchase price of $100
per share of Series D Stock, convertible into common stock of the
Company, no par value per share (the "Common Stock") at a conversion
price of $3.00;
(ii) to approve the reservation of 250,000 shares of Common Stock for
issuance upon conversion of outstanding Series D Stock; and
(iii) to approve an amendment to the Company's Amended and Restated
Articles of Incorporation to add the designations of the Series D
Stock.
At the Special Meeting, the Board of Directors of the Company unanimously
approved the proposals and authorized the officers of the Company to execute and
file this Current Report on Form 8-K with the Securities and Exchange Commission
as required upon closing of the Series D Stock offering.
On June 14, 2004, the Company filed Articles of Amendment to its Amended
and Restated Articles of Incorporation (including a Certificate of Designation
describing the rights and preferences of the Series D Stock) with the Secretary
of State of the State of Georgia, which provided for the classification and
issuance of the Series D Stock and the reservation of 250,000 shares of Common
Stock for conversion of the Series D Stock at a conversion price of $3.00 per
share. The Series D Stock may be converted into Common Stock at the holder's
option at any time after June 15, 2005 (or earlier upon the occurrence of
certain events such as a sale of the Company). The Series D Stock ranks junior
to the Company's Series A Convertible Preferred Stock, Series B Convertible
Preferred Stock and Series C Convertible Preferred Stock with respect to payment
upon liquidation and dividends. Under the Company's Amended and Restated
Articles of Incorporation, and under the Georgia Business Corporation Code, a
shareholder vote was not required. The Articles of Amendment (including the
Series D Stock Certificate of Designation) is attached hereto as Exhibit 3.1.
From June 14, 2004 to June 17, 2004, the Company entered into Series D
Convertible Preferred Stock Purchase Agreements with a limited number of
investors in a private placement (the "Private Placement") exempt from the
registration requirements under the Securities Act of 1933, as amended (the
"Act") in reliance upon Section 4(2) of the Act and Regulation D promulgated
thereunder. Each purchaser of Series D Stock represented to the Company that
such purchaser is an "accredited investor" as defined in Regulation D, and made
other representations and agreements in connection with the issuance and sale of
the Series D Stock which support exemptions from registration under the Act. The
Series D Stock was sold to a total of 13 investors and no advertising or other
general publicity was employed by the Company in connection with the Private
Placement.
In connection with the Private Placement, the Company agreed to sell a
total of 7,000 shares of the Series D Stock at a price per share of $100 for an
aggregate amount of $700,000 in gross proceeds to the Company. The Series D
Stock sold in the Private Placement may be converted into 233,333 shares of
Common Stock. The Series D Stock is convertible into Common Stock at a
conversion price of $3.00 per share. There were no underwriting discounts or
commissions payable by the Company in connection with the sale. The Company
intends to use the net proceeds of the Private Placement for working capital and
general corporate purposes. The form of the Series D Convertible Preferred Stock
Purchase Agreement entered into by the Company and each purchaser of Series D
Stock is attached hereto as Exhibit 10.1.
On June 18, 2004, the Company issued a press release announcing the
execution of the above-referenced documents in connection with the Private
Placement, a copy of which is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
3.1 Articles of Amendment, as filed with the Georgia Secretary of
State on June 14, 2004, of the Amended and Restated Articles of
Incorporation of the Company.
10.1 Form of Series D Convertible Preferred Stock Purchase Agreement.
99.1 Press Release of the Company, dated June 18, 2004.
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.
FIRSTWAVE TECHNOLOGIES, INC.
By: /s/ Judith A. Vitale
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Judith A. Vitale
Chief Financial Officer
Date: June 18, 2004
EXHIBIT INDEX
3.1 Articles of Amendment, as filed with the Georgia Secretary of State on
June 14, 2004, of the Amended and Restated Articles of Incorporation of
the Company.
10.1 Form of Series D Convertible Preferred Stock Purchase Agreement.
99.1 Press Release of the Company, dated June 18, 2004.