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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): June 29, 2000
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SYMPOSIUM CORPORATION
(Exact name of registrant as specified in its charter)
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<CAPTION>
DELAWARE 0-25435 13-4042921
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(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
410 PARK AVENUE SUITE 830
NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip code)
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Registrant's telephone number, including area code: (212) 754-9901
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ITEM 5. OTHER EVENTS
REDEMPTION OF SERIES B CONVERTIBLE PREFERRED STOCK
On January 28, 2000, the Company issued and sold 15,350 shares of
Series B Preferred Stock, with a stated value of $100 per share, and 383,750
warrants (the "Original Warrants") to purchase Common Stock at an initial
exercise price of $1.50. The Series B Preferred Shares were initially
convertible into Common Stock at a conversion price of $1.50. In accordance with
the Certificate of Designation of the Series B Preferred Stock, the Series B
Preferred shares were subject to mandatory redemption, at a redemption price
equal to their stated value plus accrued dividends thereon at a rate of 10% per
annum, on July 26, 2000 (the "Redemption Date").
By letter agreement dated June 16, 2000 (the "Letter Agreement"), the
Company offered (i) to permit the holders of Series B Preferred Stock to convert
their shares of Series B Preferred Stock into Company Common Stock at an
effective conversion price of $0.50 or (ii) to redeem the Series B Preferred
Shares at the then effective redemption price (which was equal to the stated
value of the Series B Preferred shares plus accrued dividends). In addition,
whether a holder elected to convert shares of Series B Preferred or be redeemed,
the Company agreed to issue to the holders, ratably in accordance with their
respective percentage interests in the outstanding Series B Preferred, an
aggregate of 122,800 warrants to purchase Common Stock at an exercise price of
$0.75 per share (the "Additional Warrants"). The Company also agreed to reduce
the exercise price of the Original Warrants from $1.50 to $0.75. In
consideration of the Company's agreement to reduce the effective conversion
price of the shares of Series B Preferred Stock, to reduce the exercise price of
the Original Warrants and to issue the Additional Warrants, the holders of
Series B Convertible Preferred Stock waived and released any claims that they
may have had against the Company relating to the amount or terms of the
securities issued to them in connection with their original investment in the
Series B Preferred Stock and the Original Warrants or any commissions or fees
relating thereto.
The holders of 3,000 Series B Preferred shares elected to convert
their shares of Series B Preferred (and accrued dividends thereon) into an
aggregate of 610,333 shares of Common Stock. The Company redeemed the remaining
Series B Preferred shares on June 29, 2000 for an aggregate redemption price of
$1,235,000 (plus $21,269 in accrued dividends).
AMENDMENT OF TERMS OF SERIES C PREFERRED STOCK
On July 18, 2000, the Company and the holders of the issued and
outstanding shares of Series C Preferred Stock agreed to amend the terms and
provisions of the Series C Preferred Stock to provide that the failure of the
Company to redeem the Series C Preferred Stock on or before December 26, 2000
(such failure, a "Redemption Default") will not trigger a reduction in the
conversion price of the Series C Preferred Stock from $1.00 to $0.25 (the
"Amendment"). In consideration for the agreement of the holders of the Series C
Preferred Stock to this Amendment, the Company agreed to issue to such holders
an aggregate of 1,523,750 shares of Common Stock, pro rata in accordance with
their percentage holdings of the Series C Preferred
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Stock, and to issue to Capital Research Ltd., as a fee in connection with such
amendment, an additional 1,500 shares of Series C Preferred Stock and 50,000
shares of Common Stock. The Amendment does not affect the obligation of the
Company to issue to the holders of the Series C Preferred Stock, on the first
day of each month that the Series C Preferred Shares continue to be outstanding
subsequent to the occurrence of a Redemption Default, warrants to purchase an
aggregate of 545,244 shares of Common Stock, with an exercise price of $0.25 per
share.
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Item 7. Financial Statements and Exhibits.
Exhibit Number Description
3.1 Certificate of Designation of Series B Convertible
Preferred Stock, par value $0.001, filed with the
Secretary of State of Delaware on January 28, 2000,
incorporated by reference to the Company's Annual
Report on Form 10K-SB for the year ended December 31,
1999, filed with the Securities and Exchange
Commission April 12, 2000.
3.2 Certificate of Designation of Series C Convertible
Preferred Stock, par value $0.001, filed with the
Secretary of State of Delaware on January 28, 2000,
incorporated by reference to the Company's Annual
Report on Form 10K-SB for the year ended December 31,
1999, filed with the Securities and Exchange
Commission on April 12, 2000.
10.1 Form of Letter Agreement between the Company and the
holders of the Series B Convertible Stock, dated June
16, 2000, filed herewith.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Symposium Corporation has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: July 21, 2000 Symposium Corporation
By:
Name: Tim Ledwick
Title: Chief Financial Officer
