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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 17, 2000
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
NEW VISUAL ENTERTAINMENT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
UTAH 0-21785 95-4543704
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
5920 FRIARS ROAD, SUITE 104
SAN DIEGO, CALIFORNIA 92108
(Address of Principal Executive Offices) (Zip Code)
(619) 692-0333
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Total number of pages included in this filing is 58.
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ITEM 5. OTHER EVENTS.
On November 17, 2000, New Visual Entertainment, Inc. (the "Company")
entered into a Securities Purchase Agreement (the "Securities Purchase
Agreement") with the following investors (collectively, the "Investors"): Lilly
Beter Capital Group, Ltd., International Caribbean Trust Limited, Prometheus
Trust Limited, Cutting Edge Trust Limited, Wind & Sea Trust Limited, Montgomery
Landing Trust Limited, Quail Run Trust Limited, and Tru Color Trust Limited.
The terms of the Securities Purchase Agreement provide that over a two
year period the Investors will purchase at the Company's request up to $5
million of the Company's common stock in several tranches. Up to $500,000 of
common stock may be purchased under each tranche. The purchase price for
securities purchased under the Securities Purchase agreement will equal 87% of
the average market price per share of the common stock over the five days
preceding the closing of each tranche. Each Investor is obligated to purchase
12.5% of the securities sold under the Securities Purchase Agreement.
To date, the Investors have paid $315,000 to the Company pursuant to
the Securities Purchase Agreement, in exchange for an aggregate of 57,704 shares
of the Company's common stock.
The Investors received warrants which grant the right to purchase, in
the aggregate, up to an additional 4 million shares of the Company's common
stock, three million of which are represented by Series A Warrants and one
million of which are represented by Series B Warrants. The exercise price of the
Series A Warrants is the lesser of $6.00 per share or 50% of the average market
price of the common stock at the time the Series A Warrants are exercised. The
exercise price of the Series B Warrants is $6.00 per share.
Proceeds from the funding will be used to accelerate development and
commercialization of the Company's proprietary transmission technology.
In connection with the Securities Purchase Agreement, the Company
granted certain registration rights to the Investors, the terms of which are
set forth in a separate registration rights agreement executed by the Company
and the Investors contemporaneously with the execution of the Securities
Purchase Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following documents are provided as Exhibits to this Form 8-K:
(c) EXHIBITS.
EXHIBIT NO. DOCUMENT DESCRIPTION
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10.1 Securities Purchase Agreement dated November 17, 2000 by and
among New Visual Entertainment, Inc., Lilly Beter Capital
Group, Ltd., International Caribbean Trust Limited, Prometheus
Trust Limited, Cutting Edge Trust Limited, Wind & Sea Trust
Limited, Montgomery Landing Trust Limited, Quail Run Trust
Limited, and Tru Color Trust Limited.
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.
NEW VISUAL ENTERTAINMENT, INC.
November 20, 2000
By: /s/ Ray Willenberg, Jr.
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Ray Willenberg, Jr., Chairman of the Board
and Chief Executive Officer
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EXHIBIT NO. DOCUMENT DESCRIPTION
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10.1 Securities Purchase Agreement dated November 17, 2000 by and
among New Visual Entertainment, Inc., Lilly Beter Capital
Group, Ltd., International Caribbean Trust Limited, Prometheus
Trust Limited, Cutting Edge Trust Limited, Wind & Sea Trust
Limited, Montgomery Landing Trust Limited, Quail Run Trust
Limited, and Tru Color Trust Limited.
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