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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 21, 2000
LUMINANT WORLDWIDE CORPORATION.
(Exact name of registrant as specified in its charter)
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Delaware 000-26977 752783690
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
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13737 NOEL ROAD, SUITE 1400, DALLAS, TEXAS 75240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 581-7000
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ITEM 5. OTHER EVENTS
On September 21, 2000, Luminant Worldwide Corporation (the
"COMPANY") entered into a convertible debenture purchase agreement (the
"PURCHASE AGREEMENT") with Montrose Investments Ltd. ("MONTROSE"), Strong
River Investments Inc. ("STRONG RIVER") and James R. Corey, pursuant to which
Montrose and Strong River acquired 6% convertible debentures ("DEBENTURES")
in the aggregate principal amount of $15,000,000 and warrants ("WARRANTS") to
purchase shares of the Company's common stock (the "COMMON STOCK") and Mr.
Corey acquired Debentures in the aggregate principal amount of $2,000,000 and
Warrants. The term of the Debentures is three years, and they are convertible
into Common Stock at a conversion price of 110% of the average closing price
of the Common Stock for the 20 trading days after September 26, 2000. The
conversion price will be adjusted for subsequent issuances of Common Stock at
a price lower than the conversion price, stock splits, stock dividends and
similar transactions. The 6% yield is payable in quarterly installments and
may be paid in cash or Common Stock at the election of the Company. The term
of the Warrants is five years, and they are exercisable at an exercise price
of 120% of the average closing price of the Common Stock for 20 trading days
after September 26, 2000. The exercise price will be adjusted for subsequent
issuances of Common Stock at a price lower than the exercise price, stock
splits, stock dividends and similar transactions. The Debentures and Warrants
were sold pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "SECURITIES ACT").
In connection with the Purchase Agreement, the Company entered into
a registration rights agreement dated as of September 21, 2000 with Montrose
and Strong River (the "REGISTRATION RIGHTS AGREEMENT"). Pursuant to the
Registration Rights Agreement, the Company is obligated to file a
registration statement (the "REGISTRATION STATEMENT") on Form S-3 under the
Securities Act on or prior to October 26, 2000 to register for resale the
shares of Common Stock which are issuable upon conversion of the Debenture
and upon exercise of the Warrants, to have the Registration Statement
declared effective by December 25, 2000 and to use its best efforts to
maintain the effectiveness of this registration statement for two (2) years
from its effective date (the "EFFECTIVE DATE"). In addition, Montrose and
Strong River have been granted piggy back registration rights on certain
future registrations for two (2) years from the Effective Date.
The Debentures provide that on September 21, 2001 and at the end of
each three month period thereafter (each a "PUT DATE"), Montrose, Strong
River and Mr. Corey will have the right to sell to us any outstanding
Debentures, including any interest or other amounts outstanding thereunder,
in return for cash or Common Stock, at the Company's election, at the lower
of (1) the then prevailing conversion price of the Debentures, or (2) the
average closing price of the Common Stock for the five trading days preceding
the Put Date. If exercised, the Company will have seventy-five days to
complete the purchase.
In connection with the Purchase Agreement, the Company also entered
into a letter agreement dated as of September 21, 2000 with Montrose and
Strong River (the "LETTER AGREEMENT"). Pursuant to the Letter Agreement, no
earlier than 180 days from the Effective Date, Montrose, Strong River, and
the Company can agree that, upon satisfaction of the terms
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and conditions of the Letter Agreement, Montrose and Strong River will
purchase up to $10,000,000 of additional Debentures and Warrants.
The Company's press release, dated September 21, 2000, announcing
this transaction is filed as an exhibit hereto along with the Purchase
Agreement, the Debentures, the form of Warrant, the Registration Rights
Agreement and the Letter Agreement. This summary description of the
transaction and the press release are qualified in their entirety by
reference to the documents filed as exhibits hereto.
Guillermo G. Marmol resigned as Chief Executive Officer and Director
of the Company on September 26, 2000. The Company's Board of Directors has
appointed James R. Corey, President, Chief Operating Officer, and Director of
the Company, to replace Mr. Marmol as Chief Executive Officer. The Company's
press release dated September 26, 2000, announcing the resignation is filed
as an exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
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Exhibit No. Description
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Exhibit 99.1 Convertible Debenture Purchase Agreement, dated as of
September 21, 2000 among the Company, Montrose,
Strong River and James R. Corey.
Exhibit 99.2 Convertible Debenture payable to Montrose for the
principal sum of $10,000,000, by the Company, due
September 21, 2003.
Exhibit 99.3 Convertible Debenture payable to Strong River for the
principal sum of $5,000,000, by the Company, due
September 21, 2003.
Exhibit 99.4 Convertible Debenture payable to James R. Corey for
the principal sum of $2,000,000, by the Company, due
September 21, 2003.
Exhibit 99.5 Form of Warrant.
Exhibit 99.6 Registration Rights Agreement, dated as of
September 21, 2000, by and among the Company,
Montrose and Strong River.
Exhibit 99.7 Letter Agreement, dated as of September 21,
2000, by and among the Company, Montrose and Strong
River.
Exhibit 99.8 Press Release issued by the Company on September 21,
2000.
Exhibit 99.9 Press Release issued by the Company on September 26,
2000.
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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.
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Dated: October 11, 2000 LUMINANT WORLDWIDE CORPORATION
By: /s/ James R. Corey
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James R. Corey, Chief Executive Officer,
President and Chief Operating Officer
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EXHIBIT INDEX
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Exhibit No. Description
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Exhibit 99.1 Convertible Debenture Purchase Agreement, dated as of
September 21, 2000 among the Company, Montrose,
Strong River and James R. Corey.
Exhibit 99.2 Convertible Debenture payable to Montrose for the
principal sum of $10,000,000, by the Company, due
September 21, 2003.
Exhibit 99.3 Convertible Debenture payable to Strong River for the
principal sum of $5,000,000, by the Company, due
September 21, 2003.
Exhibit 99.4 Convertible Debenture payable to James R. Corey for
the principal sum of $2,000,000, by the Company, due
September 21, 2003.
Exhibit 99.5 Form of Warrant.
Exhibit 99.6 Registration Rights Agreement, dated as of
September 21, 2000, by and among the Company,
Montrose and Strong River.
Exhibit 99.7 Letter Agreement, dated as of September 21,
2000, by and among the Company, Montrose and Strong
River.
Exhibit 99.8 Press Release issued by the Company on September 21,
2000.
Exhibit 99.9 Press Release issued by the Company on September 26,
2000.
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