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: November 12, 1997
THE ASHTON TECHNOLOGY GROUP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-1182 22-6650372
- --------------------------------------------------------------------------------
(State of other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification Number)
1900 Market Street, Suite 701, Philadelphia, Pennsylvania 19103
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 751-1900
<PAGE>
Item 5. Other Events
As described herein, commencing September 18, 1997, The Ashton Technology
Group, Inc. ("Ashton") has been engaged in two private placements of $5,000,000
of convertible preferred stock and an offer to the holders of $3,000,000
principal amount of promissory notes of Ashton's subsidiary, Universal Trading
Technologies Corporation ("UTTC"), to exchange an equivalent principal amount of
Ashton preferred stock.
Ashton is offering to sell up to 250,000 shares (the "Series A Shares")
with an aggregate liquidation preference of $2,500,000, of its Series A
Convertible PIK Preferred Stock (the "Series A Preferred Stock"), solely to
accredited investors ("Accredited Investors") within the meaning of Regulation D
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
The Series A Shares are being offered in units having a minimum aggregate
liquidation preference and purchase price of $100,000 (10,000 Series A Shares).
The Series A Shares are being offered for a period of 60 days beginning on
September 18, 1997, subject to one or more extensions for up to an aggregate of
an additional 60 days. Closings have occurred, and will continue to occur,
promptly following each receipt by Ashton of subscription agreements, together
with the subscription price for the shares therefor subscribed. At any time
after February 15, 1998, each holder of Series A Preferred Shares will have the
right to convert each Series A Share into : (i) ten shares of the Common Stock,
par value $0.01 per share, of Ashton (the "Ashton Common Stock"); and (ii) one
two-year warrant to purchase three shares of the Common Stock, par value $0.01
per share, of UTTC (the "UTTC Common Stock"), with an exercise price of $0.75
per share, subject to adjustment (the "Warrant").
Ashton is offering to sell (the "Series B Offering for New Investors" and,
together with the Series A Offering, the "New Investor Offerings") up to 250,000
shares (the "New Investor Series B Shares"), with an aggregate liquidation
preference of $2,500,000, of its Series B Convertible Preferred Stock (the
"Series B Preferred Stock" and, together with the Series A Preferred Stock, the
"Preferred Stock"), solely to Accredited Investors. The New Investor Series B
Shares are being offered in units having a minimum aggregate liquidation
preference and purchase of $50,000 (5,000 New Investor Series B Shares). The New
Investor Series B Preferred Shares are being offered for a period of 90 days
commencing September 18, 1997, subject to one or more extensions for up to an
aggregate of an additional 90 days. Closings have occurred, and will continue to
occur, promptly following each receipt by Ashton of subscription agreements,
together with the subscription price for the shares therefor subscribed. At any
time after June 30, 1998, each holder of Series B Preferred Stock will have the
right to convert each share of Series B Preferred Stock into: (i) six shares of
Ashton Common Stock; and (ii) one two-year Warrant to purchase two shares of
UTTC Common Stock, with an exercise price of $0.75 per share, subject to
adjustment (a "Series B Warrant"; and all such warrants taken together with all
of the Series A Warrants, the "Warrants," and individually, a "Warrant").
Ashton has been offering to exchange (the "Exchange Offer" and, together
with the New Investor Offerings, the "Offerings") up to 300,000 shares of its
Series B Preferred Stock (the "Exchange Offer Series B Shares"; together with
the New Investor Series B Shares, the Series B Shares"; the Series B Shares,
together with the Series A Shares, the "Shares"; and, the Shares together with
the Ashton Common Stock, the Warrants and the UTTC Common Stock, the
"Securities"), with an aggregate liquidation preference of $3,000,000, for a
like principal amount of 9% Subordinated Non-Convertible Promissory Notes (the
"Non-Convertible Notes") and 9% Subordinated Convertible Promissory Notes (the
"Convertible Notes" and, together with the Non-Convertible Notes, the "Notes")
of UTTC in units (the "Units") consisting of $42,500 principal amount of
Non-Convertible Notes and $7,500 in principal amount of Convertible Notes. In
order to participate in the Exchange Offer, holders of Notes have been and will
be required to tender all Units of which they are the holders. Notwithstanding
the foregoing, if a holder owns only 1/2 Unit, such holder may tender such 1/2
Unit. The Exchange Offer commenced on September 18, 1997, and will terminate at
5:00 p.m., Philadelphia time, on January 15th 1998, subject to extension.
As of November 12, 1997, Ashton has closed the sale of 190,000 Series A
Shares for a total of $1,900,000, and 10,000 Series B Shares for a total of
$100,000, less selling expenses and commissions. As of November 12, 1997, Ashton
has received fully executed exchange agreements as to $2,875,000 of UTTC
promissory notes pursuant to the Exchange Offer.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned herewith duly authorized.
Date: November 12, 1997 The Ashton Technology Group, Inc.
---------------------------------
(Registrant)
By: /s/ Fredric W. Rittereiser
---------------------------
Fredric W. Rittereiser
Chief Executive Officer
