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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): August 23, 2000
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CONSTELLATION 3D, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-28081 13-4064492
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
230 Park Avenue, Suite 453, New York, New York 10169
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(Address of principal executive offices/Zip Code)
Registrant's telephone number, including area code: (212) 983-1107
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Former name, former address, and former fiscal year,
if changed since last report:
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Forward-Looking Statements
There are forward-looking statements in this document and in
Constellation 3D, Inc.'s ("C3D's") public documents to which they may refer that
are subject to risks and uncertainties in addition to those set forth above.
These forward-looking statements include information about possible or assumed
future results of C3D's operations. Also, when any of the words "may," "will,"
"believe," "expect," "anticipate," "estimate," "continue" or similar expressions
are used, C3D is making forward-looking statements. Many possible events or
factors, including but not limited to the risk that no assurance can be given
that additional financings of C3D referred to below will close within 30 days,
could affect future financial results and performance. This could cause C3D's
results or performance to differ materially from those expressed in any
forward-looking statements. These and other risks are described in C3D's other
publicly filed documents and reports that are available from C3D and from the
SEC.
Item 5. Other Events
On August 23, 2000, the Company concluded a $5 million equity financing
through the sale to a private fund of 492,459 shares of its common stock, $.001
par value per share (the "Common Stock"), five-year warrants to purchase 196,984
shares of Common Stock, warrants to purchase a number of shares of Common Stock
pursuant to a certain formula set forth in a written agreement, one-year
warrants to purchase 246,229 shares of Common Stock and additional warrants
pertaining to those 246,229 shares of Common Stock (all of the foregoing
warrants being subject to certain anti-dilution adjustments). The Common Stock
was sold at a ten percent (10%) discount to market using a five-day trading
average.
C3D expects to close additional financings within thirty (30) days.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
Not applicable.
(b) Pro-forma Financial Information
Not applicable.
(c) Exhibits
4.1 Registration Rights Agreement, entered into as of August 23, 2000
between Constellation 3D, Inc., a Florida corporation, and
Halifax Fund, L.P.
4.2 Common Stock Purchase Warrant No. W1 to Purchase Shares of $.001
par value Common Stock of Constellation 3D, Inc., dated August
23, 2000, issued to Halifax Fund, L.P.
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4.3 Common Stock Optional Warrant No. OW1 to Purchase Optional Units
of Constellation 3D, Inc., dated August 23, 2000, issued to
Halifax Fund, L.P.
4.4 Common Stock Adjustment Warrant No. AW1 to Receive Shares of
$.001 par value Common Stock of Constellation 3d, Inc. issued to
Halifax Fund, L.P.
10.1 Common Stock Investment Agreement, dated as of August 23, 2000,
among Constellation 3D, Inc., a Florida corporation, and Halifax
Fund, L.P.
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SIGNATURE
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.
CONSTELLATION 3D, INC.
Date: August 24, 2000 By: /s/ Eugene Levich
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Eugene Levich,
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Registration Rights Agreement, entered into as of August 23, 2000
between Constellation 3D, Inc., a Florida corporation, and
Halifax Fund, L.P.
4.2 Common Stock Purchase Warrant No. W1 to Purchase Shares of $.001
par value Common Stock of Constellation 3D, Inc., dated August
23, 2000, issued to Halifax Fund, L.P.
4.3 Common Stock Optional Warrant No. OW1 to Purchase Optional Units
of Constellation 3D, Inc., dated August 23, 2000, issued to
Halifax Fund, L.P.
4.4 Common Stock Adjustment Warrant No. AW1 to Receive Shares of
$.001 par value Common Stock of Constellation 3d, Inc. issued to
Halifax Fund, L.P.
10.1 Common Stock Investment Agreement, dated as of August 23, 2000,
among Constellation 3D, Inc., a Florida corporation, and Halifax
Fund, L.P.
