IAT MULTIMEDIA INC
8-K, 1999-12-10
COMPUTER PROGRAMMING SERVICES
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                       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:  November 23, 1999



                              IAT MULTIMEDIA, INC.
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)



                                    DELAWARE
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                 (State of other jurisdiction of incorporation)


        0-22101                                            13-3920210
- ----------------------------                  ---------------------------------
  (Commission File Number)                    (IRS Employer Identification No.)


70 East 55th Street, 24th Floor, New York, New York                    10022
- --------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone no. including area code:  (212) 754-4271


Geschaftshaus Wasserschloss, Aarestrasse 17, CH-5300, Vogelsang-Turgi,
Switzerland
- --------------------------------------------------------------------------------
(Former Address, if changed since Last Report)                       (Zip Code)



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Item 5. Other Events.

         In June 1998, IAT Multimedia, Inc. (the "Company") issued a Series A 5%
Convertible Debenture due June 19, 2001 (the "Debenture") to JNC Opportunity
Fund Ltd. ("JNC") in the principal amount of $3.0 million. The Debenture was
convertible into an indefinite number of shares of the Company's common stock at
a conversion price equal to the lesser of $13.45 and 87% of the average of the
five lowest closing prices of the Company's common stock on the Nasdaq National
Market during the 15 trading days preceding the date of conversion. Under the
terms of the Debenture, JNC had the right to accelerate the payment of the
Debenture upon the occurrence of the Company's previously announced proposed
acquisition of Petrini S.p.A. ("Petrini"). On November 23, 1999, the Company
entered into a waiver and amendment agreement with JNC under which JNC agreed
not to accelerate the Debenture because of the Petrini acquisition. JNC also
agreed to fix the number of shares of the Company's common stock that are
issuable upon conversion of the Debenture at 2,451,745 shares. The waiver and
amendment agreement between the Company and JNC is filed as Exhibit 10.71 hereto
and is incorporated herein by reference.

         On November 23, 1999, JNC converted $2,325,000 of the outstanding
principal amount of the Debenture, plus accrued interest, into a total of
1,872,982 shares of the Company's common stock. At the time of this conversion,
the amount converted, together with all previous conversions, equaled the
maximum amount permitted to be converted under the Debenture without stockholder
approval under the rules of the Nasdaq Stock Market. The remaining $718,500
principal amount of the Debenture outstanding is convertible into 578,763 shares
of common stock, but, under the terms of the Debenture, these shares cannot be
issued to JNC without stockholder approval. The Company anticipates that such
stockholder approval will be obtained at the Special Meeting of Stockholders of
the Company to be held on December 22, 1999, and if obtained, the Company
expects to issue these shares to JNC following the closing of the Company's
proposed acquisition of Petrini.

         JNC has agreed to vote all of the shares of the Company's common stock
held by it in favor of the proposals described in the Company's Proxy
Statement/Prospectus, dated December 3, 1999, and has granted an irrevocable
proxy to Jacob Agam, the Chairman and Chief Executive Officer of the Company, to
vote JNC's shares at the Special Meeting of Stockholders of the Company to be
held on December 22, 1999. JNC has also agreed not to sell any of the shares of
the Company's common stock issued to it for a period of six months from the
closing of the proposed acquisition of Petrini, subject to certain exceptions,
including the right to sell up to 1,325,000 shares following the three month
anniversary of the closing of the acquisition.


                                      -2-

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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.

        (c) Exhibits

        10.71   Waiver Agreement and First Amendment to the IAT Multimedia, Inc.
                Series A 5% Convertible Debenture due June 19, 2001, dated
                November 23, 1999, by and between IAT Multimedia, Inc. and JNC
                Opportunity Fund Ltd.







                                      -3-




<PAGE>

                                   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.


                                            IAT MULTIMEDIA, INC.



                                            By:   /s/  Klaus Grissemann
                                                ------------------------------
                                                Klaus Grissemann
                                                Chief Financial Officer

Dated:  December 10, 1999




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                                                                   Exhibit 10.71
                              WAIVER AGREEMENT AND
                               FIRST AMENDMENT TO
                              IAT MULTIMEDIA, INC.
                       SERIES A 5% CONVERTIBLE DEBENTURE
                               DUE JUNE 19, 2001
                            FACE AMOUNT OF $3,000,000


         This Waiver Agreement and First Amendment (this "Amendment") to the IAT
Multimedia, Inc., Series A 5% Convertible Debenture due June 19, 2001 (the
"Debenture") is made this November 23, 1999 by and between IAT Multimedia, Inc.
(the "Company") and JNC Opportunity Fund Ltd. ("JNC"). The parties hereto agree
that this Amendment shall be affixed to the Debenture until its conversion
hereunder.

         Capitalized terms not defined herein have the meanings ascribed to such
terms in the Debenture.

         1. Remaining Principal Amount. The parties hereto acknowledge that the
remaining principal amount under the Debenture is $2,848,000, plus interest, as
of the date hereof.

         2. Waiver. The parties hereto agree that the consummation of the
transactions (the "Transactions") contemplated by that certain Stock Purchase
Agreement, dated as of November 3, 1999, by and between the Company and Gruppo
Spigadoro N.V., for purposes of the Debenture shall not (i) be deemed to be a
Change in Control or (ii) give rise to an Event of Default. JNC irrevocably
waives any and all rights under said Debenture arising by virtue of the
Transactions.

         3. Amendments to and Cancellation of the Debenture. In consideration of
the foregoing waiver and other consideration the parties hereto agree that,
effective upon the closing of the Transactions, the Debenture shall be converted
into 2,451,745 shares of Common Stock (the "Issued Common Stock") in full
satisfaction of the Company's obligations under the Debenture, including without
limitation the Company's obligations to pay principal, interest and penalties,
if any, under the Debenture. The Company's obligations under this Section 3 are
conditioned upon the Debenture being delivered to the Company for cancellation
on the date of conversion. In order to effect such conversion, the following
section of the Debenture shall be amended, effective as of the moment
immediately prior to such conversion, as follows:

         Section 4. Conversion. Section 4(a)(iv)(C) shall be amended such that
     the issuable Maximum shall be increased from 1,939,419 to 2,451,745 shares
     of Common Stock.

         4. Registration Rights. With respect to the Issued Common Stock, JNC
shall have registration rights substantially similar to those set forth in the
Registration Rights Agreement dated as of June 19, 1998 by and among the
Company, JNC and JNC Strategic Fund Ltd. with respect to the Registrable
Securities described therein. Such registration shall be

<PAGE>

accomplished on a Shelf Registration Statement, as described in Section 2 of
such agreement, filed within ten (10) business days of the closing of the
Transactions, provided however, that such time period may be extended if the
Board of Directors of the Company, in its food faith discretion, determines that
such filing would require the premature disclosure of any material corporate
development involving the Company or any if its affiliates.

         5. Allocation of Consideration. The parties acknowledge that JNC may
allocate the issued Common Stock among JNC, JNC Strategic Fund and such other
funds as JNC shall determine in its discretion.

         6. Governing Law; Counterparts. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to conflicts of laws thereof. This Amendment may be executed in one or
more counterparts and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed to be an original, such
counterparts, together, shall constitute one and the same agreement.

         7. Ratification of Debenture. In the event of a conflict between this
Amendment and the Debenture, this Amendment shall control. Except as expressly
amended hereby, the Debenture is all respects ratified and confirmed and all the
terms, conditions, and provisions thereof shall remain in full force and effect.

         IN WITNESS WHEREOF, the Company and JNC have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
date written above.

                                         IAT MULTIMEDIA, INC.

                                         By: /s/ Jacob Agam
                                            -------------------------
                                         Name: Jacob Agam
                                         Title: Chairman & CEO


                                         JNC Opportunity Fund Ltd.

                                         BY: /s/ Neil Chau
                                            -------------------------
                                         NAME:  Neil Chau
                                         Title: Director





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