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 21, 1996
SC&T INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
ARIZONA 0-27382 86-0737579
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(State or other (Commission File No.) (IRS Employer ID No.)
jurisdiction of incorporation)
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3837 E. LaSalle Street, Phoenix, Arizona 85040
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (602) 470-1334
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SC&T INTERNATIONAL, INC.
FORM 8-K
CURRENT REPORT
ITEM 5. Other Events.
On June 21, 1996 (the "Closing Date"), SC&T International, Inc. (the
"Company") completed a private placement (the "Private Placement") of
$10,510,000 of Convertible Preferred Stock (the "Preferred Stock") to a group of
institutional investors under Regulation S. The Preferred Stock accretes at an
8% annual rate and may be converted into common stock of the Company (the
"Common Stock") at either $7.75 per share or 85% of the average ten-day closing
bid price prior to the date of conversion. The Preferred Stock will become
convertible into the Common Stock in the following manner: (i) one-third of the
Preferred Stock shall become convertible into Common Stock on August 20, 1996;
(ii) one-third of the Preferred Stock shall become convertible into Common Stock
on September 19, 1996; and (iii) one-third of the Preferred Stock shall become
convertible into Common Stock on October 19, 1996.
Prior to the conversion of the Preferred Stock, the Company had
approximately 6,539,000 shares of Common Stock outstanding on a fully diluted
basis. At June 21, 1996, full conversion of the Preferred Stock at the fixed
conversion price of $7.75 per share would result in the issuance of a maximum of
1,464,619 additional shares of Common Stock.
One-half of the proceeds from the Private Placement shall be reserved
for inventory financing.
ITEM 7. Exhibits.
Exhibit No. Description of Exhibit
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99.1 Press Release regarding SC&T International, Inc.'s
Announcement of a Sale of $10,510,000 of Convertible
Preferred Stock dated June 21, 1996.
2
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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.
July 2, 1996 SC&T INTERNATIONAL, INC.
By: /s/ Timothy J. Stocker
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Timothy J. Stocker
Vice President of Finance and
Chief Financial Officer
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EXHIBIT 99.1
For Immediate Release
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Contact:
Stephanie Burchfield, Hardaway Marketing Services (602) 252-2050
Tim Stocker, SC&T (602) 470-1334
SC&T INTERNATIONAL ANNOUNCES THE SALE OF $10,510,000
CONVERTIBLE PREFERRED STOCK
PHOENIX, ARIZONA - June 21, 1996--SC&T International, Inc. (Nasdaq: SCTI/SCTIW)
announced today the successful completion of $10,510,000 in convertible
preferred stock ("Preferred Stock") to a group of institutional investors.
The Preferred Stock accretes at an 8% annual rate and the preferred stockholders
may convert to common stock of the company at either $7.75 per share or 85% of
the average 10-day closing bid price, prior to the date of conversion. The
company has redemption rights prior to conversion. The securities have not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States without registration or exemption.
Prior to the conversion of the Preferred Stock, SC&T presently has approximately
6,539,000 shares of common stock outstanding on a fully diluted basis. Full
conversion of the preferred stock will result in the issuance of a maximum of
1,464,619 additional shares of SC&T common stock if converted today at the fixed
conversion price of $7.75 per share.
James Copland, president and founder of SC&T, commented on the Preferred Stock
sale saying, "We are delighted with the acceptance shown by the investment
community. This capital infusion will enable us to find the necessary capital
expenditures and inventory financing required for new programs and products we
expect to develop and bring to the retail market during 1996 and 1997. SC&T is
currently positioning itself for future growth in both our domestic and
international markets. We recently restructured our European subsidiary, and
relocated it to larger premises. The new corporate facility incorporates sales,
marketing and administration, as well as a full product showroom. With these
changes in place, SC&T intends to expand its operations in Europe."
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SC&T
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Timothy J. Stocker, SC&T's Chief Financial Officer, stated, "We believe this
equity financing is an indication of the level of confidence that highly
respected investors have in the company. We are pleased to have completed this
financing on favorable terms to the company and our shareholders. Management's
objective is to utilize 50% of the funds for inventory financing and the
remaining 50% for marketing and promotion, research and development, and general
corporate purposes."
SC&T develops and markets accessory and peripheral products for the multimedia
and communications segments of the personal computer industry under its Platinum
SoundTM trademark. The company's products include multimedia stereo keyboards,
CD-ROM storage systems, various aftermarket SRS(R) equalizer/amplifier sound
enhancement products, subwoofer sound systems, PC volume controllers and CD-ROM
audio cables. The company also has the worldwide manufacturing and marketing
rights to the PER4MER Turbo Wheel, an arcade racing wheel for Sega, SNES, Sony
Playstation and the IBM platforms.
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