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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 (Date of earliest event reported): September 15, 2000
QUOKKA SPORTS, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-26311 94-3250045
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(Commission File Number) (I.R.S. Employer Identification No.)
525 Brannan Street, Ground Floor, San Francisco, CA 94107
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(Address of Principal Executive Offices)
(415) 908-3800
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN REPORT
ITEM 5. OTHER EVENTS
THIS CURRENT REPORT ON FORM 8-K CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN INVOLVE RISKS AND UNCERTAINTIES, INCLUDING THOSE
RELATING TO THE POSSIBLE DILUTION OF QUOKKA SPORTS, INC., A DELAWARE CORPORATION
(THE "COMPANY"), RESULTING FROM A RESET OF THE CONVERSION PRICE OF THE
CONVERTIBLE PROMISSORY NOTES ISSUED. ACTUAL RESULTS AND DEVELOPMENTS MAY DIFFER
MATERIALLY FROM THOSE DESCRIBED OR INCORPORATED BY REFERENCE IN THIS REPORT. FOR
MORE INFORMATION ABOUT THE COMPANY AND RISKS ARISING WHEN INVESTING IN THE
COMPANY, INVESTORS ARE DIRECTED TO THE COMPANY'S MOST RECENT REPORT ON FORM 10-K
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
On September 15, 2000, Quokka Sports, Inc. (the "Company") closed a
private placement in which it raised approximately $76 million through the
issuance of 7.0% convertible subordinated notes to financial and strategic
investors pursuant to a note purchase agreement on that date. The investors
also received warrants to purchase approximately 2.8 million shares of the
Company at an exercise price of $8.00. The Company expects to use the capital
raised from the private placement for working capital, debt refinancing and
other general corporate purposes.
The notes carry a 7.0% interest rate per annum, payable quarterly in
cash or in kind at the Company's option. The notes must be redeemed in whole or
in part on the fifth anniversary of the issuance of the notes, at par plus
accrued interest. A noteholder may elect to convert its notes into common stock
of Quokka Sports, at an initial conversion price of $5.415, at any time prior to
maturity or earlier redemption. The conversion price is subject to downward
adjustment under certain circumstances.
Neither the notes, warrants nor the underlying shares of common stock
have been registered for sale under the Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration under such
act or an applicable exemption from registration requirements. The Company
intends to file a registration statement to register the shares of common stock
underlying the notes and warrants within 35 days of the initial closing. The
Company also intends to solicit the approval of its stockholders for the
issuance, if necessary, of greater than 20% of the Company's outstanding common
stock upon the conversion of the notes and the exercise of the warrants.
The foregoing description of the private placement is qualified in its
entirety by reference to the note purchase agreement, the form of 7.0%
convertible subordinated note, the form of the warrant, the amended and restated
investors' rights agreement and the press release of Quokka Sports dated
September 18, 2000, entitled "Quokka Sports Completes $76 Million Private
Placement of Convertible Subordinated Notes," copies of which are filed with
this current report as Exhibits 4.1, 4.2, 4.3, 4.4 and 99.1, respectively, and
each of these exhibits is incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
4.1 Note Purchase Agreement dated as of September 15, 2000 between Quokka
Sports, Inc. and the Purchasers identified therein, including exhibits
thereto
4.2 Form of 7.0% Convertible Subordinated Promissory Note dated September
15, 2000 issued by Quokka Sports, Inc. (attached as Exhibit A to
Exhibit 4.1 filed herewith)
4.3 Form of Common Stock Purchase Warrant dated September 15, 2000 issued
by Quokka Sports, Inc. (attached as Exhibit B to Exhibit 4.1 filed
herewith)
4.4 Amended and Restated Investors' Rights Agreement dated September 15,
2000 by and among Quokka Sports, Inc. and the Investors as set forth
on Exhibit A thereto (attached as Exhibit C to Exhibit 4.1 filed
herewith)
99.1 Press Release titled "Quokka Sports Completes $76 Million Private
Placement of Convertible Subordinated Notes," dated September 18, 2000.
</TABLE>
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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 hereunto duly authorized.
QUOKKA SPORTS, INC.
By: /s/ Alan Ramadan
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Alan Ramadan
President and Chief Executive Officer
Dated: September 18, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Note Purchase Agreement dated as of September 15, 2000 between
Quokka Sports, Inc. and the Purchasers identified therein,
including exhibits thereto
4.2 Form of 7.0% Convertible Subordinated Promissory Note dated
September 15, 2000 issued by Quokka Sports, Inc. (attached as
Exhibit A to Exhibit 4.1 filed herewith)
4.3 Form of Common Stock Purchase Warrant dated September 15, 2000
issued by Quokka Sports, Inc. (attached as Exhibit B to Exhibit 4.1
filed herewith)
4.4 Amended and Restated Investors' Rights Agreement dated September
15, 2000 by and among Quokka Sports, Inc. and the Investors as set
forth on Exhibit A thereto (attached as Exhibit C to Exhibit 4.1
filed herewith)
99.1 Press Release titled "Quokka Sports Completes $76 Million Private
Placement of Convertible Subordinated Notes," dated September 18,
2000.
