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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 12, 1999
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THERMACELL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in charter)
FLORIDA 0-21279 59-3223708
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1125 COMMERCE BLVD., SARASOTA, FLORIDA 34243
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(Address of principal executive offices) (Zip Code)
Registrant's telephone Number, including area code (941) 358-0306
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On March 12, 1999, ThermaCell Technologies, Inc. extended the terms of certain
shareholder lock-up agreements through March 12, 2000. The shareholder lock-up
agreements were originally executed in February 1997 and covered 1,198,096
shares of common stock of the Company. The shares subject to the lock-up had
been issued in reliance on exemptions from the registration requirements of the
Securities Acts prior to the Company's initial public offering of stock. Under
the lock-up agreements, the affected shareholders agreed not to sell or
otherwise dispose of the shares of the Company they then held for a period of
two years from the date the Company's public offering of shares became
effective, which was March 12, 1997. The agreements could be extended for an
additional year if the Company did not meet certain income goals described in
the agreements. On March 12, 1999, the Company invoked those extension
provisions and extended the lock-up agreements until March 12, 2000.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(4) Form of Shareholder lock-up agreement*
(20) Letter to Shareholders dated March 11, 1999 extending shareholder
lock-up agreements
*incorporated by reference to Exhibit 10(M) to the filing by the Company on Form
SB-2 made on February 19, 1997, SEC File No. 333-22001.
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.
THERMACELL TECHNOLOGIES, INC.
/s/ John Pidorenko
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John Pidorenko
President and Chief Executive Officer
Date: March 17, 1999
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Exhibit 99 (20)
Form of Letter to Shareholders
THERMACELL TECHNOLOGIES, INC.
1125 Commerce Blvd., N.
Sarasota, Florida 34243
1-800-968-3679
941-358-0306
www.thermacell.com Fax: 941-358-9313
March 11, 1999
Dear Shareholder:
In February 1997, all the shareholders of ThermaCell Technologies, Inc. entered
into agreements with the Company agreeing not to sell or otherwise dispose of
the shares of the Company they then held. The agreements were originally to last
for two years from the date the Company's public offering of shares became
effective, which was March 12, 1997. The agreements could be extended for an
additional year at the request of the underwriter, if the Company did not meet
certain income goals described in the agreements. Although the Company believes
it is moving toward its goals, as of this date it has not met the income goals
in the shareholder agreements.
Since the initial public offering, the original underwriter for the Company's
stock has gone out of business. Other broker-dealer firms are continuing to make
a market in the company's shares and/or to recommend the shares to their
clients. Recently the Company has entered into a strategic investment banking
agreement with Bridgewater Capital Corp. of Newport Beach California, to help
the Company with its financing and acquisition needs. Several of these firms
have asked the Company to invoke the terms of the shareholder agreements and
extend the period during which the original shares will not be sold to the
public. In the view of the Company, these firms have succeeded to the interests
of its former underwriter under the shareholder agreements and have the right to
make such a request.
Therefore, the Company is extending the terms of the shareholder agreements
through March 12, 2000. The Company will be placing stop transfer instructions
with its transfer agent on these shares.
The shareholder agreements allowed sales of shares that were done with the
consent of the underwriter. This provision still applies and the Company will
carefully consider appropriate requests for exceptions to the shareholder
agreements. In the absence of the original underwriter, you should address your
requests directly to the Company. The Company will be approving these requests
based on consultations with its market makers and investment bankers.
In addition, the shareholder agreements allowed private transactions where the
purchaser agreed to be bound by the shareholder agreement. You may continue to
transfer shares in private transactions if the person acquiring your shares
agrees to the terms of the shareholder agreement. If you have already
transferred some or all of your shares, you should forward this notice to the
person or persons who now owns those shares.
We appreciate very much the continued support and trust of our shareholders and
look forward to a productive year ahead.
If you have any questions about this notice, you may call me at the numbers
listed above.
Sincerely yours,
/s/ John Pidorenko
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John Pidorenko, President
