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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
Date of Report (Date of earliest event reported) February 9, 1998
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INFOCURE CORPORATION
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(exact name of registrant as specified in chapter)
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<S> <C> <C>
Delaware 001-12799 58-2271614
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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<S> <C>
1765 The Exchange, Suite 450, Atlanta, GA 30339
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(Address of principal executive office) (zip code)
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Registrant's telephone number, including area code: 770-221-9990
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Not Applicable
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(Former name or former address, if changed since last report)
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Contents
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Page
Item 5: Other Events........................................... 3
Signatures...................................................... 4
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Item 5. Other Events
On February 9, 1998, InfoCure Corporation (the "Company") completed
the private placement of 850,000 shares of its Convertible Redeemable Preferred
Stock, Series A (the "Preferred Stock"), resulting in aggregate gross proceeds
to the Company of $8.5 million and net proceeds of approximately $7.8 million
after payment of commissions and estimated expenses of the offering. Sanders
Morris Mundy, the Houston-based investment banking and mezzanine equity
investment firm, acted as placement agent ("Sanders Morris Mundy"). A cash fee
equal to 8.0% of the gross sales price of the Preferred Stock was paid to
Sanders Morris Mundy as a selling commission upon the closing of the offering
(the "Offering"). As additional compensation, Sanders Morris Mundy was granted
a warrant to acquire 100,000 shares of the Common Stock of the Company at an
exercise price of $10.20 per share.
Until February 9, 1999, the Preferred Stock will be convertible into
that number of shares of Common Stock determined by dividing the initial issue
price of $10.00 per share by a conversion price of $8.50. On February 9, 1999,
the conversion price will be reset for the lesser of (i) $8.50 per share or (ii)
the trailing 30-day average closing price of the Common Stock, subject to a
minimum conversion price of $6.75 per share. The Preferred Stock is
automatically converted into Common Stock at the then applicable conversion
price contemporaneous with the effectiveness of an underwritten public offering
of the Company's Common Stock at a minimum public offering price of $10.00 per
share and minimum net proceeds to the Company of $20.0 million. The conversion
price is subject to further reduction in the event of certain issuances of
Common Stock at prices lower than the conversion price, and for stock dividends,
stock splits and similar transactions.
Commencing on February 9, 1999, the holders of the Preferred Stock may
require the Company to register the Common Stock issuable upon conversion of the
Preferred Stock for sale to the public.
The Preferred Stock must be redeemed by the Company on February 9,
2003 at the liquidation preference amount of $10.00 per share plus any accrued
but unpaid dividends. At any time subsequent to February 9, 2001, if the
Company is not then a party to an agreement prohibiting redemption, the holders
of the outstanding Preferred Stock, at their option, may require the Company to
redeem the Preferred Stock.
The terms of the offering of the Preferred Stock are subject to
approval by the Company's stockholders at the next annual stockholders meeting.
The Company intends to hold an annual meeting of the Company's stockholders
prior to February 9, 1999. If the issuance of the Preferred Stock is not
approved by the stockholders at such meeting, the minimum conversion price will
increase from $6.75 to $7.41, and the Company will, if requested, place into
escrow up to $759,607, based on the number of shares of Preferred Stock then
outstanding. If the reset price otherwise would be required to be less than
$7.41, the Company will be required to reduce the original purchase price of the
Preferred Stock of $10.00 per share by an amount per share reflecting the
difference, in proportion to the number of shares of Common Stock that may be
acquired upon conversion of such shares, between (i) $7.41 per share and (ii)
the 30-day average price (subject to the minimum price of $6.75 per share).
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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 thereunto duly authorized.
INFOCURE CORPORATION
/s/ Frederick L. Fine
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Date: February 24, 1998 Frederick L. Fine
Chief Executive Officer and
President
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