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) December 31, 2007
DVL, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-8356 13-2892858
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
70 East 55th Street, 7th Floor, New York, NY 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 350-9900
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
Item 8.01 Other Events
In September 1996, in connection with a loan by NPM Capital, LLC ("NPM")
to DVL, Inc. (the "Company"), the Company issued to, and for the benefit of,
each of the members of NPM, warrants (the "Warrants") to purchase such number of
shares of the Company's Common Stock, $.01 par value per share (the "Common
Stock"), which when added to the 1,000,000 shares of Common Stock issued to such
parties contemporaneously with the issuance of the Warrants, amount to up to 49%
of the outstanding Common Stock of the Company on a fully diluted basis. The
Warrants became exercisable after September 27, 1999 and expired at 5:00 p.m.,
New York time, on December 31, 2007 (the "Expiration Time"). As of December 31,
2007, all of such Warrants represented the right to purchase a total of
29,706,045 shares of Common Stock at a purchase price of $.0697 per share.
On December 31, 2007, prior to the Expiration Time, eight holders of the
Warrants (certain of whom currently are significant stockholders or affiliates
of the Company) exercised Warrants to purchase a total of 21,467,169 shares of
Common Stock, of which Warrants to purchase 2,000,000 shares were exercised for
cash and the remainder of which were exercised on a cashless basis (by
forfeiture of a portion of the Warrants) pursuant to the terms of the Warrants.
As a result of such exercise of the Warrants, a total of 11,733,585 shares of
Common Stock were issued to such eight individuals and the Company received a
total of $139,400 as a result of the exercise of a portion of the Warrants for
cash. All of the unexercised Warrants (including the Warrants forfeited as a
result of the cashless exercise) expired and terminated as of the Expiration
Time in accordance with their terms and no Warrants remain outstanding. As of
December 31, 2007, after giving effect to the exercise of the Warrants and the
issuance of the 11,733,585 shares of Common Stock as a result thereof, the
Company had a total of 44,692,938 shares of Common Stock outstanding.
ITEM 9.01. Financial Statements and Exhibits
Exhibits: None
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.
DVL, INC.
By: /s/ Henry Swain
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Name: Henry Swain
Title: Executive Vice President
and Chief Financial Officer
Date: January 4, 2008