SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 3, 2000
EDUCATIONAL VIDEO CONFERENCING, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-14827 06-1488212
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
35 East Grassy Sprain Road, Suite 200, Yonkers, New York 10710
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(Address of principal executive offices)
Registrant's telephone number, including area code (914) 787-3500
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AMENDMENT NO. 1
The purpose of this amendment to registrant's Current Report on Form 8-K,
filed with the Securities and Exchange Commission on February 18, 2000, is to
file as Exhibit 3.1 the Certificate of Correction of registrant's Second Amended
Certificate of Designation of Series A 7.5% Convertible Preferred Stock, which
was filed as Exhibit 3 to the original filing. The Certificate of Correction was
filed with the Delaware Secretary of State on March 6, 2000. Accordingly, Item 7
is amended in full:
Item 7. Financial Statements and Exhibits.
Exhibits
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3 Second Amended Certificate of Designation of Series A 7.5%
Convertible Preferred Stock of Educational Video
Conferencing, Inc.*
3.1 Certificate of Correction of Second Amended Certificate of
Designation of Series A 7.5% Convertible Preferred Stock of
Educational Video Conferencing, Inc.
10.1 Securities Purchase Agreement, dated as of February 3, 2000,
between Educational Video Conferencing, Inc. and The Shaar
Fund Ltd.*
Schedules (Copies will be provided to the Commission upon
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request)
III.A.1 - Exercise Prices of Options and Warrants
III.A.3 - Preemptive, Subscription, "Call", Right of First
Refusal or Similar Rights
III.A.4 - Subsidiaries
III.A.5 - Minutes
III.C. - Issuances of Securities
III.F. - Contravention
III.K. - Litigation
III.L. - Events of Default
III.O. - Related Party Transactions
III.Q. - Securities Law Matters
III.R. - Environmental Matters
III.T. - ERISA Matters
III.V. - Property
III.W. - Intellectual Property
III.Y. - Registration Rights
10.2 Common Stock Purchase Warrant, dated as of February 3, 2000,
issued to The Shaar Fund Ltd.*
10.3 Registration Rights Agreement, dated as of February 3, 2000,
between Educational Video Conferencing, Inc. and The Shaar
Fund Ltd.*
10.4 Form of Finders' Warrant.*
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*Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to its Current Report on Form
8-K to be signed on its behalf by the undersigned hereunto duly authorized.
EDUCATIONAL VIDEO CONFERENCING, INC.
Dated: March 7, 2000 By: /s/ Richard Goldenberg
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Name: Richard Goldenberg
Title: Chief Financial Officer
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CERTIFICATE OF CORRECTION
OF
SECOND AMENDED CERTIFICATE OF DESIGNATION
OF
SERIES A 7.5% CONVERTIBLE PREFERRED STOCK
OF
EDUCATIONAL VIDEO CONFERENCING, INC.
(Pursuant to Section 103(f) of the General Corporation Law of the State of
Delaware)
Educational Video Conferencing, Inc., a Delaware corporation (the
"Corporation"), does hereby certify that:
1. The name of the corporation is Educational Video Conferencing, Inc.
2. The Second Amended Certificate of Designation of Series A 7.5%
Convertible Preferred Stock of the Corporation (the "Certificate of
Designation"), which was filed by the Secretary of State of Delaware on February
3, 2000, is hereby corrected.
3. The inaccuracy to be corrected in the Certificate of Designation is as
follows:
The parenthetical "(other than issuance of Common Shares upon
exercise, conversion or exchange of securities referred to in (B) and (C)
of this Section 6.4 or upon exercise of currently outstanding options and
warrants)" was omitted from the end of clause (A) of Section 6.4.
4. The portion of the instrument in corrected form is as follows:
"Section 6.4 Adjustments to Conversion Ratio
For so long as any shares of the Series A Preferred Stock are
outstanding, if the Corporation issues and sells pursuant to an
exemption from registration under the Securities Act (A) Common Shares
at a purchase price that is lower than the Conversion Price on the
date of issuance of such Common Shares (other than issuance of Common
Shares upon exercise, conversion or exchange of securities referred to
in (B) and (C) of this Section 6.4 or upon exercise of currently
outstanding options and warrants), (B) warrants or options with an
exercise price on the date of issuance thereof that is lower than the
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Conversion Price for the Holder on such date, except for warrants or
options issued pursuant to employee stock option agreements or stock
incentive agreements of the Corporation, or (C) convertible,
exchangeable or exercisable securities with a right to exchange at
lower than the Current Market Price on the date of issuance or
conversion, as applicable, of such convertible, exchangeable or
exercisable securities, except for stock option agreements or stock
incentive agreements, then the Conversion Ratio shall be reduced to
equal the lowest of any such lower rates."
Executed on this 3rd day of March, 2000.
/s/ Richard Goldenberg
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Name: Richard Goldenberg
Title: Chief Financial Officer
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