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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 1, 2000 1-14559
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Date of Report (Date of earliest event (Commission File Number)
reported)
MUSE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 85-0437001
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1601 Randolph SE
Albuquerque, New Mexico 87106
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(Address of Principal Executive Offices) (Zip Code)
(505) 843-6873
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On June 1, 2000, Muse Technologies, Inc. (the "Company"), entered into a
Private Equity Line Agreement (the "Equity Line Agreement"), by and between the
Company and Kingsbridge Capital Limited, a British Virgin Islands company
("Kingsbridge"). Pursuant to this Equity Line Agreement, the Company has the
ability to sell to Kingsbridge, and subject to certain limitations based on
market price and trading volume of the Company's common stock, Kingsbridge is
obligated to purchase, up to $18,000,000 of the Company's common stock. The
price per share will be determined by applying a 10-12% discount to the average
of the lowest intra-day trading prices of the Company's common stock for the
five trading day period commencing two trading days prior, and ending two
trading days after, a put notice is given to Kingsbridge. The lowest intraday
trading prices do not include trades below 1,000 shares. The applicable discount
will be 10% if the market price (as determined in the Equity Line Agreement) of
the Company's common stock is $8.00 or above or 12% if below $8.00. The term of
the Equity Line Agreement is two years from the effective date of a registration
statement covering resales of securities purchased by Kingsbridge. The Company
is obligated to sell to Kingsbridge at least $7,500,000 of its common stock
during the term of the Equity Line Agreement; provided, however, that such
obligation will not be applicable in the event any issuance to Kingsbridge would
result in it obtaining in excess of 9.9% of the Company's common stock.
The Company also issued to Kingsbridge a warrant ("Warrant") to purchase
200,000 shares of common stock at an exercise price of $3.76 per share in
connection with the Equity Line Agreement. The Warrant is not exercisable until
November 28, 2000 and will expire on November 27, 2004. The shares underlying
the Warrant are also required be registered. The Warrant also contains certain
anti-dilution protections.
In the event the registration statement covering the Equity Line Agreement
is not declared effective by September 28, 2000, Kingsbridge may cancel the
Equity Line Agreement whereupon the Company will be required to pay Kingsbridge
$75,000. Additionally, if the effectiveness of the registration statement is
suspended or revoked or if the Company does not sell at least $7,500,000 of its
common stock to Kingsbridge during the term of the Equity Line Agreement, then
the Company will be subject to certain liquidated damages as set forth in the
Equity Line Agreement.
In connection with the Equity Line Agreement, the Company has agreed to
pay certain fees of Kingsbridge's counsel up to $32,500 and will be obligated to
pay Ladenburg Thalmann & Co., Inc., a finders fee of 4% of the proceeds received
upon the sale of common stock to Kingsbridge.
Item 7. Financial Statements, Pro Forma Information And Exhibits.
(a) and (b) Not applicable.
(c) Exhibit 1 - Press Release dated June 6, 2000.
2
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Exhibit 2 - Private Equity Line Agreement dated as of June 1, 2000.
Exhibit 3 - Registration Rights Agreement dated as of June 1, 2000.
Exhibit 4 - Escrow Agreement dated as of June 1, 2000.
Exhibit 5 - Warrant dated as of June 1, 2000.
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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.
Date: June 6, 2000 MUSE TECHNOLOGIES, INC.
By: /s/ Brian R. Clark
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Brian R. Clark
President and Chief Financial Officer
