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 14, 2000
Salient Cybertech, Inc.
(Exact name of Registrant as specified in charter)
Delaware 0-28772 35-1990559
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1999 Lincoln Drive, Suite 202, Sarasota, Florida 34236
(Address of principal executive offices) (Zip code)
(941) 953-6168
(Registrant's telephone number,
including area code)
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ITEM 6. OTHER EVENTS.
Financing Arrangement
On November 14, 2000, SALIENT CYBERTECH, INC. ("SALIENT") entered into a
Convertible Debenture Purchase Agreement pursuant to which it obtained $2
million in financing from Haines Avenue, LLC. (Haines), a limited liability
company formed pursuant to the laws of the Cayman Islands, and $10,000,000 in
future equity sales pursuant to a Securities Purchase Agreement entered into
with Haines.
The funding included a $2 million 8% Convertible Debenture (the "Notes"),
of which $1,000,000 has already been paid to Salient, with the remaining
$1,000,000 to be disbursed immediately upon the effectiveness of a Registration
Statement Registering the underlying shares, the shares underlying the
$10,000,000 Purchase and Sale of common stock as mentioned above and more fully
described below, and the 5-year Callable Warrants (the "Warrants") more fully
described below.
The Notes mature on November 14, 2003, and interest is payable
quarterly in common shares or cash at SALIENT's sole discretion. The Notes
are convertible into SALIENT common shares at any time on written request. The
initial conversion price (the "Initial Conversion Price") for the Notes is
equal to 115% of the Per Share Market Value on the Trading Date immediately
preceding the Closing Date, and the Conversion Price thereafter is equal to 80%
of average of the three lowest prices for the said shares over the ten days
preceding the Conversion Date. The Notes are subject to certain restrictions
respecting Conversion, and impose upon SALIENT certain penalties and conditions
upon any default by SALIENT. The terms and Conditions regarding the Notes are
fully disclosed in the Debenture document attached hereto as an Exhibit.
The Warrants permit the holders to acquire up to 2,250,000 SALIENT common
shares. The exercise option on the Warrants shall expire on November 12, 2005,
and the shares eligible for exercise shall be equal to 750,000 shares plus
150,000 shares for every $1,000,000 in common shares purchased pursuant to the
Securities Purchase and Sale Agreement more fully described below. The Warrant
is attached hereto as an exhibit and fully describes the terms and conditions of
the Warrant.
SALIENT may exercise a right, expiring on the termination of the Securities
Purchase Agreement or on November 12, 2002, requiring the Purchaser, Haines, to
purchase up to $10,000,000 in the common stock of SALIENT, and SALIENT
is committed to sell at least an amount equal to $2,500,000. The price per
share is set at 90% of the market price on the day preceding the "PUT",
PUT being an exercise by SALIENT of the right to have the Purchaser purchase
SALIENT's common shares. Each PUT shall be a minimum of $50,000, and a
maximum of $2,000,000 or 150% of the weighted average daily price for the
twenty days trading days prior to the date of the PUT, multiplied by the
weighted average of the volume over the twenty day period. The terms and
conditions of the Securities Purchase Agreement are fully set out in the
Agreement attached as an exhibit.
The terms of the Registration Rights as described above are fully set out in
the Registration Rights Agreement attached as an exhibit hereto.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
B. Exhibits
99.1 8% Convertible Debenture Page 4*
99.2 Securities Purchase Agreement Page 25*
99.3 Warrant Page 56*
99.4 Registration Rights Agreement Page 71*
The Exhibits indicated were unavailable at time of submission, and shall be
filed as soon as practicable as an amendment to this report.
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: November 22, 2000
Salient Cybertech, Inc.
By: /s/Paul Sloan
--------------------------------
Paul Sloan, President
and Director
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