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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 19, 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
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 September 19, 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, adjustment 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 adjustment warrants pertaining to those 246,229 shares of Common
Stock (all of the foregoing warrants being subject to certain anti-dilution
adjustments). The financing, including the sale price of the Common Stock, was
on the same terms and conditions as the $5 million equity financing that the
Company concluded on August 23, 2000 with the same private fund. Through a
Letter Agreement dated September 19, 2000, the Company and the private fund
amended the agreements for the financing that concluded on August 23, 2000.
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(1) Registration Rights Agreement, entered into as of August 23, 2000
between Constellation 3D, Inc., a Florida corporation, and Halifax
Fund, L.P.
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4.2 Amended and Restated Common Stock Purchase Warrant No. W2 to
Purchase Shares of $.001 par value Common Stock of Constellation 3D,
Inc., dated September 19, 2000, issued to Halifax Fund, L.P.
4.3 Amended and Restated Common Stock Optional Warrant No. OW2 to
Purchase Optional Units of Constellation 3D, Inc., dated September
19, 2000, issued to Halifax Fund, L.P.
4.4 Amended and Restated Common Stock Adjustment Warrant No. AW2 to
Receive Shares of $.001 par value Common Stock of Constellation 3D,
Inc., dated September 19, 2000, issued to Halifax Fund, L.P.
10.1(1) Common Stock Investment Agreement, dated as of August 23, 2000,
among Constellation 3D, Inc., a Florida corporation, and Halifax
Fund, L.P.
10.2 Letter Agreement, dated September 19, 2000, between Constellation
3D, Inc., a Florida corporation, and Halifax Fund, L.P.
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(1) Incorporated by reference to exhibits of the Form 8-K dated August 23, 2000
and filed on August 25, 2000 with the Securities and Exchange Commission.
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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: September 26, 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(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 Amended and Restated Common Stock Purchase Warrant No. W2 to
Purchase Shares of $.001 par value Common Stock of Constellation 3D,
Inc., dated September 19, 2000, issued to Halifax Fund, L.P.
4.3 Amended and Restated Common Stock Optional Warrant No. OW2 to
Purchase Optional Units of Constellation 3D, Inc., dated September
19, 2000, issued to Halifax Fund, L.P.
4.4 Amended and Restated Common Stock Adjustment Warrant No. AW2 to
Receive Shares of $.001 par value Common Stock of Constellation 3D,
Inc., dated September 19, 2000, issued to Halifax Fund, L.P.
10.1(1) Common Stock Investment Agreement, dated as of August 23, 2000,
among Constellation 3D, Inc., a Florida corporation, and Halifax
Fund, L.P.
10.2 Letter Agreement, dated September 19, 2000, between Constellation
3D, Inc., a Florida corporation, and Halifax Fund, L.P.
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(1) Incorporated by reference to exhibits of the Form 8-K dated August 23, 2000
and filed on August 25, 2000 with the Securities and Exchange Commission.
