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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Filed Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): October 9, 1997
BOLDER TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
84-1166231 0-28060
(IRS Employer Identification Number) (Commission File Number)
Delaware
(State or other jurisdiction of incorporation or organization)
4403 Table Mountain Parkway
Golden, CO 80403
(Address of principal executive offices and zip code)
(303) 215-7200
(Registrant's telephone number,
including area code)
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Item 5. Other Events
On October 9, 1997, Bolder Technologies Corporation (the "Company")
conducted a closing of a private placement of its Series A Convertible Preferred
Stock in which it sold 336,200 shares of Series A Convertible Preferred Stock at
$50.00 per share. The Company received an aggregate of approximately $16.8
million ($15.7 million net of placement fees and expenses) from the sale of the
Series A Convertible Preferred Stock in the private placement.
In consideration for its services, the Company paid the placement agent
placement fees of $888,600 and issued a warrant to the placement agent
exercisable for 30,641 shares of common stock at an exercise price of $14.50 per
share.
Dividends on the Series A Convertible Preferred Stock are payable, at
the Company's option, in cash or common stock or a combination thereof, at an
annual rate equal to $4.00 per share to the extent paid in cash and $4.50 per
share to the extent paid in common stock. Shares of Series A Convertible
Preferred Stock are convertible into common stock at a conversion price of
$15.00 per share, subject to adjustment under certain circumstances. The Series
A Convertible Preferred Stock may be redeemed at the option of the Company,
under certain circumstances, after October 8, 1999, and will be subject to
mandatory redemption on October 8, 2002. In each case, the redemption price will
be $50.00 per share payable, at the Company's option, in cash or common stock.
The Company has agreed to use its reasonable best efforts to file a registration
statement within 60 days of the closing to cover the resale of the Series A
Convertible Preferred Stock and the underlying common stock.
The private placement and exchange offering were not registered under
the Securities Act of 1933, as amended (the "Securities Act"), and were made in
reliance on Section 4(2) of the Securities Act and Rule 506 of Regulation D. The
purchasers in the private placement consisted of Qualified Institutional Buyers.
On October 9, 1997, the Company issued a press release which announced
the closing of the private placement of 336,200 shares of Series A Convertible
Preferred Stock. The press release is filed as an exhibit to this Current Report
on Form 8-K pursuant to Rule 135c under the Securities Act of 1933, as amended.
2.
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Item 7. Exhibits
Exhibit 99.1 -- Press Release
3.
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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.
BOLDER TECHNOLOGIES CORPORATION
Date: October 15, 1997
By: /s/ Joseph F. Fojtasek
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Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
4.
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EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
99.1 -- Press Release
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Exhibit 99.1
BOLDER TECHNOLOGIES COMPLETES $16.8 MILLION FINANCING
GOLDEN, COLO., October 9, 1997 - BOLDER Technologies Corporation
(Nasdaq: BOLD), a developer and manufacturer of advanced, high power
rechargeable batteries based on its patented Thin Metal Film (TMF(TM))
technology, today announced that it has completed a private financing of $16.8
million with a small group of investors, providing for the sale of 336,200
shares of Series A Convertible Preferred Stock at $50 per share. J.P. Morgan
Investment Management, Inc., investing on behalf of its clients, was the lead
investor in the private placement. Net proceeds to the company of approximately
$15.7 million will be used for production facilities, product development,
working capital, and other general corporate purposes.
"BOLDER is moving toward high volume commercialization of our patented
high power batteries and this financing is an important step in that process,"
said Daniel S. Lankford, chairman and chief executive officer at BOLDER
Technologies. "As we enter the final phases of debugging and certifying the
production line, we believe that BOLDER now has sufficient financial resources
to begin commercial production and build additional production capacity to
compete in the $16 billion worldwide battery market."
The company's Series A Convertible Preferred Stock is convertible after
60 days following the original issuance date into shares of common stock at a
conversion price of $15.00 per share. Dividends are payable semi-annually at the
annualized rate of 8% in cash or 9% in common stock, at the option of the
company.
The private placement was not registered under the Securities Act of
1933 and was made in reliance on exemptions from the registration requirements
of the Securities Act. Shares of preferred stock may not be offered or sold by
the purchasers of such shares without registration under the Securities Act or
an applicable exemption from registration. The company intends to file with the
SEC within 60 days a registration statement covering the resale of the Series A
Convertible Preferred Stock and the common stock issuable upon conversion and
for dividend payments.
Headquartered in Golden, Colorado, BOLDER Technologies is an energy
technology company that is developing and commercializing advanced, high power,
rechargeable battery systems based on its patented TMF technology. The company's
TMF technology uses proven lead-acid electrochemistry in a proprietary
configuration that has higher power density than any commercially available
rechargeable battery. BOLDER Technologies believes that the high power and other
performance characteristics of the TMF technology offer a number of advantages
over existing batteries for a wide range of current and future applications.
Except for the historical information contained herein, this news
release contains forward-looking statements that involve risks and
uncertainties, including manufacturing risks
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and risks of the proposed expansion, product development and the uncertainty of
market acceptance, as well as the other risks detailed from time to time in the
company's SEC filings, including the company's February 13, 1997 Prospectus, the
company's Annual Report and Form 10-KSB for the year ended December 31, 1996,
and the company's Form 10-Q for the first and second quarters ended March 31 and
June 30, 1997.
