<PAGE> 1
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 13, 2000
NHANCEMENT TECHNOLOGIES INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-21999 94-3008334
------------------------ ---------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
6663 OWENS DRIVE, PLEASANTON, CA 94086
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(925) 251-3200
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On October 31, 2000, pursuant to a Series B Preferred Stock
Purchase Agreement by and between NHancement Technologies Inc. and certain
investors (the "Agreement"), NHancement Technologies Inc. (the "Registrant")
sold and issued 85,135 shares of its Series B preferred stock (the "Series B
Preferred Stock") at a price of $100 per share, for aggregate gross proceeds of
$8,513,500. Under the terms of the Agreement, the Registrant may sell and issue
up to an additional 34,865 shares of Series B Preferred Stock by January 31,
2001.
Holders of the Series B Preferred Stock are entitled to a
non-cumulative 5% per annum dividend, payable quarterly in arrears, when, if and
as declared by the Registrant's Board of Directors. Any dividend may be paid in
cash or shares of common stock of the Registrant, in its sole discretion. Each
share of Series B Preferred Stock is immediately convertible into shares of
common stock of the Registrant at the conversion price of the lesser of (i)
$13.50 per share or (ii) 90% of the average closing bid prices for the ten
trading days immediately preceding the date of conversion; provided, that such
conversion price shall not be less than $10.00. At any time after October 31,
2003, the Registrant may require the holders of the Series B Preferred Stock to
so convert. Shares of common stock of the Registrant issued upon conversion of
the Series B Preferred Stock shall be registered pursuant to a Shelf
Registration Agreement dated as of October 31, 2000, by and between the
Registrant and the purchasers of shares of Series B Preferred Stock.
<PAGE> 3
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.
NHANCEMENT TECHNOLOGIES INC.
(the Registrant)
By: /s/ Douglas S. Zorn
-------------------------------------
Douglas S. Zorn, President and
Chief Executive Officer
Dated: November 13, 2000
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
Exhibit 4.1 Certificate of Designation of NHancement Technologies
Inc. filed with the Secretary of State of the State of
Delaware on October 5, 2000.
Exhibit 10.1 Series B Preferred Stock Purchase Agreement dated as of
October 31, 2000, by and between NHancement Technologies
Inc. and certain investors.
Exhibit 10.2 Shelf Registration Agreement dated as of October 31, 2000,
by and between NHancement Technologies Inc. and certain
investors.
</TABLE>
