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) November 6, 1998
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MEDCARE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-28790 87-0429962B
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(State or other Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
1515 West 22nd Street, Oak Brook, Illinois 60523
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(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (800) 611-3388
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(Former name or former address, if changed since last report.)
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ITEM 5. Other Events.
On November 6, 1998, the Company issued 300,000 shares of its common
stock at $5.00 per share to Lyons Capital Corp., a Bermuda corporation, with a
warrant to purchase an additional 300,000 shares at $5.00 per share as an
offering pursuant to Regulation D, Rule 506. The warrant is effective until
October 14,2004. Copies of the subscription agreement and warrant are attached
hereto.
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.
MEDCARE TECHNOLOGIES, INC.
/s/ Jeffrey S. Aronin
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Jeffrey S. Aronin, President and CEO
Date November 19, 1998
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MEDCARE TECHNOLOGIES, INC.
SUBSCRIPTION DOCUMENT
1. The undersigned hereby subscribes for 300,000 shares of common stock
(hereinafter "Shares"), of MedCare Technologies, Inc., a Delaware
corporation (the "Company"), being offered by the Company for a
purchase price of $5.00 per share and tenders herewith the sum of
$1,500,000 in payment therefor, together with tender of this
Subscription Document.
2. The undersigned represents and warrants that he is a bona fide resident of
Bermuda.
3. The undersigned acknowledges:
a. Receipt of publicly available information;
b. That this subscription, if accepted by the Company, is legally
binding and irrevocable;
c. That the Company has a very limited financial and operating
history;
d. That the Shares have not been registered under the Securities
Act of l933, as amended, in reliance upon exemptions contained
in that Act, and that the Shares have not been registered
under the securities acts of any state in reliance upon
exemptions contained in certain states' securities laws; and
e. That the representations and warranties provided in this
Subscription Document are being relied upon by the Company as
the basis for the exemption from the registration requirements
of the Securities Act of 1933 and of the applicable state's
securities laws.
4. The undersigned represents and warrants as follows:
a. That the undersigned subscriber is purchasing the Shares as an
investment and the Shares are purchased solely for the
undersigned's own account.
b. That the undersigned subscriber has sufficient knowledge and
experience in financial and business matters to evaluate the
merits and risks of an investment in the Shares;
c. That the undersigned subscriber is able to bear the economic
risk of an investment in the Shares;
d. That the undersigned subscriber is thoroughly familiar with
the affairs of the Company and warrants that he is aware of
the high degree of risk involved in making an investment in
the Shares;
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e. That the undersigned subscriber's decision to purchase the
Shares is based solely on the information available publicly;
f. That the undersigned subscriber is purchasing the Shares
directly from the Company and understands that neither the
Company nor the Offering is associated with, endorsed by nor
related in any way with any investment company, national or
local brokerage firm or other broker dealer. The undersigned
subscriber's decision to purchase the Shares is not based
in whole or in part on any assumption or understanding that
an investment company, national or local brokerage firm or
other broker dealer is involved in any way in this Offering or
has endorsed or otherwise recommended an investment in these
Shares.
g. That the undersigned subscriber has an investment portfolio of
sufficient value that he could suitably absorb a high risk
illiquid addition such as an investment in the Shares.
h. The undersigned further represents that he is an accredited
investor and was not incorporated for the specific purpose of
acquiring the securities offered and has assets in excess of
$5,000,000.
5. The undersigned understands and agrees that this subscription is made
subject to each of the following terms and conditions:
a. The Company shall have the right to accept or reject this
subscription, in whole or part, for any reason. Upon receipt
of each Subscription Document, the Company shall have until
November 15, 1998 in which to accept or reject it. If no
action is taken by the Company within said period, the
subscription shall be deemed to have been accepted. In each
case where the subscription is rejected, the Company shall
return the entire amount tendered by the subscriber, without
interest;
b. That the undersigned subscriber will, from time to time,
execute and deliver such documents or other instruments as may
be requested by the Company in order to aid the Company in the
consummation of the transactions contemplated by the
Memorandum.
6. The undersigned hereby constitutes and appoints the Company, with full
power of substitution, as attorney-in-fact for the purpose of executing
and delivering, swearing to and filing, any documents or instruments
related to or required to make any necessary clarifying or conforming
changes in the Subscription Document so that such document is correct
in all respects.
7. As used herein, the singular shall include the plural and the masculine
shall include the feminine where necessary to clarify the meaning of
this Subscription Document.
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IN WITNESS WHEREOF, the undersigned has executed this Subscription
Document this 6th day of November, 1996.
Number of Shares 300,000
Total amount tendered $1,500,000
LYONS CAPITAL CORP. Brenda C. Pratt
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Name (Please Type or Print)
By: /s/ Brenda C. Pratt
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(Signature)
Secretary/Treasurer
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Title
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THIS WARRANT AND THE SECURITIES PURCHASED UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL
HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
Warrant to Purchase 300,000 common shares
WARRANT TO PURCHASE COMMON STOCK
OF
MEDCARE TECHNOLOGIES, INC.
THIS CERTIFIES that Lyons Capital Corp. or any subsequent holder hereof
("Holder"), has the right to purchase from MEDCARE TECHNOLOGIES, INC., a
Delaware corporation (the "Company"), not more than 300,000 fully paid and
nonassessable shares of the Company's common stock, $.00l par value per share
("Common Stock"), at a price equal to the Exercise Price of $5.00 per share at
any time during the period beginning on the Date of Issuance (defined below) and
ending at 5:00 p.m., Chicago, Illinois time, on October 14, 2004 (the "Exercise
Period").
Holder agrees with the Company that this Warrant to Purchase Common
Stock of Medcare Technologies, Inc. (this "warrant") is issued and all rights
hereunder shall be held subject to all of the conditions, limitations and
provisions set for herein.
1. DATE OF ISSUANCE
This Warrant shall be deemed to be issued on November 6, 1997 ("Date of
Issuance").
2. EXERCISE.
(a) MANNER OF EXERCISE. During the Exercise Period, this Warrant may be
exercised as to all or any lesser number of full shares of Common Stock covered
hereby upon surrender of this Warrant, with the Exercise Form attached hereto as
Exhibit A (the "Exercise Form") duly executed, together with the full Exercise
Price (as defined below) for each share of Common Stock as to which this Warrant
is exercised, at the office of the Company, 1515 West 22nd Street, Suite 1210,
Oak Brook, Illinois 60521; Attention: President, Telephone No. (630) 472-5300,
Telecopy No. (630) 472-5360, or at such other office or agency as the Company
may designate in writing,
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by overnight mail, with an advance copy of the Exercise Form sent to the Company
by facsimile (such surrender and payment of the Exercise Price hereinafter
called the "Exercise of this Warrant")
(b) DATE OF EXERCISE. The "Date of Exercise" of the Warrant shall be
defined as the date that the advance copy of the Exercise Form is sent by
facsimile to the Company, provided that the original Warrant and Exercise Form
are received by the Company within five (5) business days thereafter.
Alternatively, the Date of Exercise shall be defined as the date the original
Exercise Form is received by the Company, if Holder has not sent advance notice
by facsimile.
(c) CANCELLATION OF WARRANT. This Warrant shall be canceled upon the
Exercise of this Warrant, and, as soon as practical after the Date of Exercise,
Holder shall be entitled to receive Common Stock for the number of shares
purchased upon such Exercise of this Warrant, and if this Warrant is not
exercised in full, Holder shall be entitled to receive a new Warrant (containing
terms identical to this Warrant) representing any unexercised portion of this
Warrant in addition to such Common Stock.
(d) HOLDER OF RECORD. Each person in whose name any Warrant for shares of
Common Stock is issued shall, for all purposes, be deemed to be the Holder of
record of such shares on the Date of Exercise, irrespective of the date of
delivery of the Common Stock purchased upon the Exercise of this Warrant.
Nothing in this Warrant shall be construed as conferring upon Holder any rights
as a stockholder of the Company.
3. TRANSFER AND REGISTRATION
(a) TRANSFER RIGHTS. Subject to the provisions of Section 7 of this
Warrant, this Warrant may be transferred on the books of the Company, in whole
or in part, in person or by attorney, upon surrender of this Warrant properly
endorsed. This Warrant shall be canceled upon such surrender and, as soon as
practicable thereafter, the person to whom such transfer is made shall be
entitled to receive a new Warrant or Warrants as to the portion of this Warrant
transferred and Holder shall be entitled to receive a new Warrant as to the
portion hereof retained.
4. ANTI-DILUTION ADJUSTMENTS.
(a) STOCK DIVIDEND. If the Company shall at any time declare a dividend
payable in shares of Common Stock, then Holder, upon Exercise of this Warrant
after the record date for the determination of holders of Common Stock entitled
to receive such dividend, shall be entitled to receive upon Exercise of this
Warrant, in addition to the number of shares of Common Stock as to which this
Warrant is exercised, such additional shares of Common Stock as such Holder
would have received had this
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Warrant been exercised immediately prior to such record date and the Exercise
Price will be proportionately adjusted.
(b) RECAPITALIZATION OR RECLASSIFICATION. If the Company shall at any time
effect a recapitalization, reclassification or other similar transaction of such
character that the shares of Common Stock shall be changed into or become
exchangeable for a larger or smaller number of shares, then upon the effective
date thereof, the number of shares of Common Stock which Holder shall be
entitled to purchase upon Exercise of this Warrant shall be increased or
decreased, as the case may be, in direct proportion to the increase or decrease
in the number of shares of Common Stock by reason of such recapitalization,
reclassification or similar transaction, and the Exercise price shall be, in the
case of an increase in the number of shares, proportionally decreased and, in
the case of decrease in the number of shares, proportionally increased. The
Company shall give Holder the same notice it provides to holders of Common Stock
of any transaction described in this Section 4(b).
(c) DISTRIBUTIONS. If the Company shall at any time distribute for no
consideration to holders of Common Stock cash, evidences of indebtedness or
other securities or assets (other than cash dividends or distributions payable
out of earned surplus or net profits for the current or preceding year) then, in
any such case, Holder shall be entitled to receive, upon Exercise of this
Warrant, with respect to each share of Common Stock issuable upon such exercise,
the amount of cash or evidences of indebtedness or other securities or assets
which Holder would have been entitled to receive with respect to each such share
of Common Stock as a result of the happening of such event had this Warrant been
exercised immediately prior to the record date or other date fixing shareholders
to be affected by such event (the "Determination Date") or, in lieu thereof, if
the Board of Directors of the Company should so determine at the time of such
distribution, a reduced Exercise Price determined by multiplying the Exercise
Price on the Determination Date by a fraction, the numerator of which is the
result of such Exercise Price reduced by the value of such distribution
applicable to one share of Common Stock (such value to be determined by the
Board of Directors of the Company in its discretion) and the denominator of
which is such Exercise Price.
(d) NOTICE OF CONSOLIDATION OR MERGER. In the event of a merger,
consolidation, exchange of shares, recapitalization, reorganization, or other
similar event, as a result of which shares of Common Stock shall be changed into
the same or a different number of shares of the same or another class or classes
of stock or securities or other assets of the Company or another entity or there
is a sale of all or substantially all the Company's assets (a "Corporate
Change"), then this Warrant shall be assumed by the acquiring entity or
affiliate thereof and thereafter this Warrant shall be exercisable into such
class or type of securities or other asset as Holder would have received had
Holder exercised this Warrant immediately prior to such Corporate Change;
provided, however, that Company may not affect any Corporate Change
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unless it first shall have given thirty (30) business days notice to Holder
hereof of any Corporate Change.
(e) EXERCISE PRICE ADJUSTED. As used in this Warrant, the term "Exercise
Price" shall mean the purchase price per share specified in Section 3 of this
Warrant until the occurrence of an event stated in subsection (a), (b) or (c) of
this Section 4, and thereafter shall mean said price as adjusted from time to
time in accordance with the provisions of said subsection. No such adjustment
under this Section 4 shall be made unless such adjustment would change the
Exercise Price at the time by $.01 or more; provided, however, that all
adjustments not so made shall be deferred and made when the aggregate thereof
would change the Exercise Price at the time by $.01 or more. No adjustment made
pursuant to any provision of this Section 4 shall halve the net effect of
increasing the total consideration payable upon Exercise of this Warrant in
respect of all the Common Stock as to which this Warrant may be exercised.
Notwithstanding anything to the contrary contained herein, the Exercise Price
shall not be reduced to an amount below the par value of the Common Stock.
(f) ADJUSTMENTS: ADDITIONAL SHARES, SECURITIES OR ASSETS. In the event that
at any time, as a result of an adjustment made pursuant to this Section 4,
Holder shall, upon Exercise of this Warrant, become entitled to receive shares
and/or other securities or assets (other than Common Stock) then, wherever
appropriate, all references herein to shares of Common Stock shall be deemed to
refer to and include such shares and/or other securities or assets; and
thereafter the number of such shares and/or other securities or assets shall be
subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 4.
5. FRACTIONAL INTERESTS.
No fractional shares or scrip representing fractional shares shall be
issuable upon the Exercise of this Warrant, but on Exercise of this Warrant,
Holder may purchase only a whole number of shares of Common Stock. If, on
Exercise of this Warrant, Holder would be entitled to a fractional share of
Common Stock or a right to acquire a fractional share of Common Stock, such
fractional share shall be disregarded and the number of shares of Common Stock
issuable upon exercise shall be the next higher number of shares.
6. RESERVATION OF SHARES.
The Company shall at all times reserve for issuance such number of
authorized and unissued shares of Common Stock (or other securities substituted
therefor as herein above provided) as shall be sufficient for the Exercise of
this Warrant and payment of the Exercise Price. The Company covenants and agrees
that upon the Exercise of this Warrant, all shares of Common Stock issuable upon
such exercise shall be duly and validly issued, fully paid, nonassessable and
not subject to preemptive rights, rights of first refusal or similar rights of
any person or entity.
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7. RESTRICTIONS ON TRANSFER.
(a) REGISTRATION OR EXEMPTION REQUIRED. This Warrant and the Common
Stock issuable on Exercise hereof have not been registered under the Securities
Act of 1933, as amended, and may not be sold, transferred, pledged, hypothecated
or otherwise disposed of in the absence of registration or the availability of
an exemption from registration under said Act and applicable state laws. All
shares of Common Stock issued upon Exercise of this Warrant shall bear an
appropriate legend to such effect, if applicable.
(b) ASSIGNMENT. If Holder can provide the Company with reasonably
satisfactory evidence that the conditions of (a) above regarding registration or
exemption have been satisfied, Holder may sell, transfer, assign, pledge or
otherwise dispose of this Warrant, substantially in the form of the Assignment
attached hereto as Exhibit B, indicating the person or persons to whom the
Warrant shall be assigned and the respective number of warrants to be assigned
to each assignee. The Company shall effect the assignment within ten (l0) days,
and shall deliver to the assignee(s) designated by Holder a Warrant or Warrants
of like tenor and terms for the appropriate number of shares.
(c) INVESTMENT INTENT. The Warrant and Common Stock issuable upon
conversion are intended to be held for investment purposes and not with an
intent to distribution, as defined in the Act.
8. BENEFITS OF THIS WARRANT.
Nothing in this Warrant shall be construed to confer upon any person other
than the Company and Holder any legal or equitable right, remedy or claim under
this Warrant and this Warrant shall be for the sole and exclusive benefit of the
Company and Holder.
9. APPLICABLE LAW.
This Warrant is issued under and shall for all purposes be governed by and
construed in accordance with the laws of the state of Illinois, without giving
effect to conflict of law provisions thereof.
10. LOSS OF WARRANT.
Upon receipt by the Company of evidence of the loss, theft, destruction or
mutilation of this Warrant. and (in the case of loss, then or destruction) of
indemnity or security reasonably satisfactory to the Company, and upon surrender
and cancellation of this Warrant, if mutilated, the Company shall execute and
deliver a new Warrant of like tenor and date.
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IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the 6th
day of November, 1998.
MEDCARE TECHNOLOGIES, INC.
By: Harmel S. Rayat
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Harmel S. Rayat, Director
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EXHIBIT A
EXERCISE FORM
TO: MEDCARE TECHNOLOGIES, INC.
The undersigned hereby irrevocably exercises the right to purchase ____ of
the shares of common stock (the "Common Stock") of MEDCARE TECHNOLOGIES, INC., a
Delaware corporation (the "Company"), evidenced by the attached warrant (the
"Warrant"), and herewith makes payment of the exercise price with respect to
such shares in full, all in accordance with the conditions and provisions of
said Warrant.
1. The undersigned agrees not to offer, sell, transfer or otherwise dispose of
any of the Common Stock obtained on exercise of the Warrant, except in
accordance with the provisions of Section 7(a) of the Warrant.
2. The undersigned requests that stock certificates for such shares be issued
free of any restrictive legend, if appropriate, and a warrant representing any
unexercised portion hereof be issued, pursuant to the Warrant in the name of the
undersigned and delivered to the undersigned at the address set forth below:
Dated:
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Signature
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Print Name
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Address
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NOTICE
The signature to the foregoing Exercise Form must correspond to the name as
written upon the face of the attached Warrant in every particular, without
alteration or enlargement or any change whatsoever.
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EXHIBIT B
ASSIGNMENT
(To be executed by the registered holder
desiring to transfer the Warrant)
FOR VALUE RECEIVED, the undersigned holder of the attached warrant (the
"Warrant") hereby sells, assigns and transfers unto the person or persons below
named the right to purchase ____ shares of the common stock of MEDCARE
TECHNOLOGIES, INC., evidenced by the attached Warrant and does hereby
irrevocably constitute and appoint ________________ attorney to transfer the
said Warrant on the books of the Company, with full power of substitution in the
premises.
Dated: __________________________
Signature
Fill in for new registration of Warrant:
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Name
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Address
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Please print name and address of assignee
(including zip code number)
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NOTICE
The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.
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