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 15, 2000
------------------
XYBERNAUT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-15086 54-1799851
(State or other (Commission (IRS Employer
jurisdiction of file number) Identification No.)
incorporation)
12701 FAIR LAKES CIRCLE, FAIRFAX, VIRGINIA 22033
(Address of principal executive offices)
Registrant's telephone number including area code: (703) 631-6925
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On November 15, 2000, the registrant announced it had consummated the
sale of $18 million of the common stock, par value $.01 per share (the "Common
Stock"), of the registrant with a group of principally domestic institutional
investors at $2.75 per share. The investors also received warrants to purchase
up to 40% of the total number of shares of Common Stock they purchased (the
"Warrants"). The Warrants have a term of 4 years and an exercise price of $4.33
per share. The Company may call 50% of the Warrants if the Common Stock trades
at or above $7.50 for 10 consecutive trading days and the remaining 50% if the
Common Stock trades above $15.00 for 10 consecutive trading days.
The registrant has agreed to use its best efforts to file a
registration statement covering the resale of the shares of Common Stock and the
shares of Common Stock issuable upon exercise of the Warrants within 30 days
after the closing date of the transaction.
The foregoing is a brief description of the financing arrangement. It
is not complete and is qualified in its entirety by reference to the actual
purchase agreement, Warrants and registration rights agreement and the press
release issued on November 15, 2000, a copy of which is filed as an exhibit to
this Current Report.
Page 2
<PAGE>
SIGNATURE
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 17, 2000
XYBERNAUT CORPORATION
By: /s/ John F. Moynahan
-----------------------------
John F. Moynahan
Senior Vice President and
Chief Financial Officer
Page 3
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
99.1* Press release dated November 15, 2000 issued by Xybernaut
---------------------
* Filed herewith
Page 4
