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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) October 16, 2000
AMERICAN TELESOURCE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-23007 74-2849995
(State or other jurisdiction of (Commission File (I.R.S. employer
incorporation or organization) Number) Identification No.)
6000 Northwest Parkway, Suite 110
San Antonio, Texas 78249
(210) 547-1000
(Address, including zip code of registrant's principal executive offices
and telephone number, including area code)
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ITEM 5. Other Events
On October 16, 2000 American TeleSource International, Inc. ("ATSI" or
the "Company") announced in a press release (the "Press Release") that it
has arranged for $10 million in funding through a private placement with a
single institutional investor.
This private placement of 6% Series E Cumulative Convertible Preferred
Stock replaces the funding to be led by Marshall Capital, which had
previously been announced by the Company on July 17, 2000. The Company
sought and received termination of the funding arrangement with Marshall
Capital.
Under terms of the Securities Purchase Agreement, the investor will
immediately invest $2.5 million in ATSI, and will invest an additional $7.5
million upon the satisfaction of certain conditions outside of the
investor's control, within agreed upon timeframes, including a) ATSI
closing the acquisition of Genesis Communications International Inc. b)
registration of the Common Stock underlying the Series E Preferred Stock
and Warrants, and c) an investment in ATSI by an additional investor
previously approved by the institutional investor. The investor initially
received warrants to purchase 909,091 shares of common stock at an
exercise price of $1.72. Upon the investment of the additional
$7.5 million, the investor will receive 2,727,273 warrants with the same
exercise price.
The Preferred Stock also allows the investor to invest up to an
additional $8 million, but restricts their ownership to no more than 5% of
ATSI's common stock at any point in time. The agreement is structured to
allow ATSI the opportunity to bring in a technological or strategic
investor for an additional $5 million of Series E Preferred Stock. This
equity facility was put in place to support a comprehensive financing
package that should support ATSI's short-term and long-term business plans.
If all funding occurs, a total of $23 million in cash would be provided to
ATSI.
The foregoing description and the Press Release are qualified in their
entirety by the Securities Purchase Agreement, the Certificate of
Designation, the Registration Rights Agreement and the Stock Purchase
Warrant, all of which are attached as exhibits hereto.
ITEM 7. EXHIBITS
Exhibit No Description of Exhibit
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10.1 Securities Purchase Agreement between ATSI and RGC
International Investors, LDC dated October 11, 2000.
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10.2 Certificate of Designation, Preferences and Rights of 6%
Series E Cumulative Convertible Preferred Stock
10.3 Certificate of Correction of Certificate of Designation,
Preferences and Rights of 6% Series E Cumulative Convertible
Preferred Stock
10.4 2nd Certificate of Correction of Certificate of Designation,
Preferences and Rights of 6% Series E Cumulative Convertible
Preferred Stock
10.5 Registration Rights Agreement between ATSI and RGC
International Investors, LDC
10.6 Stock Purchase Warrant between ATSI and RGC International
Investors, LDC.
99.1 American TeleSource International Inc.'s Press Release dated
October 16, 2000
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN TELESOURCE INTERNATIONAL, INC.
Dated: October 19, 2000
By: /s/ H. Douglas Saathoff
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H. Douglas Saathoff
Chief Financial Officer
