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) January 26, 1998
PURADYN FILTER TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-29192 14-1708544
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3020 High Ridge Road, Suite 100, Boynton Beach, Florida 33426
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 547-9499
T/F Purifiner, Inc.
(Former name or former address, if changed since last report)
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ITEM 5 - OTHER EVENTS
On January 26, 1998, the Company entered into a Note Exchange Agreement
with Quantum Industrial Partners, LDC pursuant to which the Company issued its
12% Senior Subordinated Convertible Note in the principal amount of $2 million
in exchange for the Company's Promissory Note in the original principal amount
of $2 million issued pursuant to the Securities Purchase Agreement dated January
19, 1997 between the parties. The original Promissory Note did not provide for a
stated rate of interest and was not convertible. The Exchange Note matures on
January 1, 2003 and bears interest at the rate of 12% per annum payable in cash
quarterly on April 1, July 1, October 1, and January 1 of each year commencing
April 1, 1998. The Company has the right, however, at its option, on or prior to
any interest payment date to accrue the interest payable and add it to the
principal balance of the Exchange Note.
The Exchange Note is convertible on or prior to the close of business
on January 1, 2003 into Common Stock of the Company at the rate of one share of
Common Stock for each $2.75 principal amount of the Exchange Note. The Exchange
Note is redeemable by the Company at any time, in whole or in part, at 100% of
the principal amount thereof plus accrued and unpaid interest. The Exchange Note
is also redeemable at the option of QIP, in whole or in part, at any time on or
after the earlier of (i) January 1, 2001 and (ii) the date on which the Company
raises cash proceeds aggregating at least $10 million from any transaction or
series of transactions involving the sale of debt, equity or assets.
In addition, the Company entered into a separate Note Purchase
Agreement dated as of January 26, 1998 with QIP pursuant to which the Company
received additional funding of $500,000 from QIP and issued its 12% Senior
Subordinated Convertible Note in that amount. The Note matures on January 1,
2003, bears interest at the rate of 12% per annum and is convertible and
redeemable on substantially the same terms and conditions as provided in the
Exchange Note. The parties also agreed that the Common Stock into which the
Exchange Note and the Note are convertible would have the benefit of the
Registration Rights Agreement initially entered into by the parties on June 19,
1997.
On February 4, 1998, the Company filed a Certificate of Amendment to
the Certificate of Incorporation which changed the name of the Company from T/F
Purifiner,Inc. to Puradyn Filter Technologies Incorporated.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibit:
NONE
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PURADYN FILTER TECHNOLOGIES
CORPORATION
By: /s/Keith T.J. Hart
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Keith T.J. Hart, President
February 6, 1998.
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