SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 4, 1999
MEDICAL DYNAMICS, INC.
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(Exact name of Registrant as specified in its charter)
Commission file number: 0-8632
Colorado 84-0631765
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
99 Inverness Drive East
Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 790-2990
not applicable
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former name or former address, if applicable
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Item 5. Other Events.
On March 4, 1999, Medical Dynamics, Inc. ("MEDY") entered into an agreement
with The Tail Wind Fund, Ltd. ("Tail Wind") to amend the terms of the Purchase
Agreement dated July 31, 1998, by which Tail Wind purchased $1,100,000 of
convertible debentures and committed to purchase an additional $400,000 in
debentures (the "1998 Debentures"), as announced in MEDY's Form 8-K reporting an
event of July 31, 1998.
Tail Wind acquired the additional $400,000 in 1998 Debentures in November
1998 pursuant to the first amendment to the Purchase Agreement. In addition to
accelerating the purchase commitment, that amendment reduced the ceiling price
for the 1998 Debentures from 120% of the Market Price to 105% of the Market
Price. "Market Price" is defined in the 1998 Debenture to mean "the average of
the two lowest closing bid prices of the Common Stock as reported by The Nasdaq
Stock Market over the sixty trading day period ending on the date in question."
The amendment accomplished the following:
1. The parties extended the conversion rights of the 1998 Debentures, so that
only one-third of the 1998 Debentures are currently convertible; one-third
becomes convertible on and after June 1, 1999; and the remaining one-third
becomes convertible on and after January 1, 2000.
2. The parties agreed that Tail Wind could convert 1998 Debentures into no
more than 1,880,000 shares of Common Stock (including shares issuable as
interest upon the 1998 Debentures and upon exercise of the 1998 Warrants),
regardless of Market Price. To the extent the 1998 Debentures would be
convertible into more than 1,880,000 shares of Common Stock, Tail Wind can
demand that MEDY redeem those Debentures for 115% of the remaining
principal amount.
Item 7. Financial Statements and Exhibits
(A) and (B) Financial Statements
None
(C) Exhibits
1. Amendment No. 1 to Purchase Agreement between Medical Dynamics, Inc.
and The Tail Wind Fund, Ltd.
2. Amendment No. 2 to Purchase Agreement between Medical Dynamics, Inc.
and The Tail Wind Fund, Ltd.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MEDICAL DYNAMICS, INC.
March 9, 1999 By: /s/ Van A. Horsley
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Van A. Horsley, President
Exhibit 1
Amendment No. 1 to
PURCHASE AGREEMENT
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THIS AGREEMENT is dated as of October 30, 1998, and constitutes Amendment
No. 1 (this "Amendment") to the Purchase Agreement (the "Purchase Agreement") by
and between Medical Dynamics, Inc., a Colorado corporation (the "Company"), and
The Tail Wind Fund, Ltd., a British Virgin Islands limited liability company
(the "Investor") which Purchase Agreement was made as of the 31st day of July,
1998.
In consideration of the mutual promises made herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Paragraph 2.2 of the Purchase Agreement be and hereby is amended in its
entirety to read as follows:
2.2 Second Investment. Subject to the terms and conditions of this
Agreement, and in reliance on the representations and warranties contained
herein, upon the satisfaction of the conditions set forth in clauses (d),
(e) and (f) of this paragraph 2.2 on or before November 13, 1998, the
Investor shall purchase and the Company shall sell and issue to the
Investor (a) Debentures at an aggregate purchase price of $400,000, which
shall be issued and delivered against receipt of funds as contemplated by
Section 3 of this Agreement in four equal Debenture forms of $100,000 face
amount each and (b) the Second Investment Warrant (the "Second
Investment"). The parties expressly waive satisfaction of those conditions
set forth in subparagraphs (a), (b) and (c) of this Section 2.2 prior to
the closing of the Second Investment.
2. Paragraph 2.3 of the Purchase Agreement is hereby amended to delete the
following words in the fourth line of said paragraph: "in the month of
December 1998."
3. In consideration of the Investor making the Second Investment as
contemplated in Section 2.2 hereof:
(a) The form of Debenture attached to the Purchase Agreement as Exhibit
"A" will be amended as contemplated in Exhibit "B" attached hereto
(specifically, to reduce the Ceiling Price to 105% of the average
closing bid price of the Common Stock for the twenty days prior to the
effective date of the registration statement contemplated by the
Registration Rights Agreement) and by this reference incorporated
herein, and the form of Debenture, as amended, will be issued to the
Investor representing the Second Investment; and
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(b) The Company will deliver to the Investor an amendment to the
outstanding Convertible Debentures CD98-001 through CD98-010 in the
form of the amendment attached hereto as Exhibit "B".
4. This Amendment to the Purchase Agreement constitutes a part of and a
modification to the Purchase Agreement, and references herein to the
Purchase Agreement shall mean the Purchase Agreement as modified hereby.
Except as modified hereby, the Purchase Agreement shall remain in full
force and effect in accordance with its stated provisions.
5. This Amendment may be signed in counterparts, each of which shall
constitute an original and which together shall constitute one and the same
agreement. Either party hereby may confirm legal delivery of the signed
counterparts by facsimile delivery of a copy of this Amendment to the other
party.
6. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Purchase Agreement.
IN WITNESS WHEREOF, the Company and the Investor have made this Amendment to the
Purchase Agreement as of the date first above written.
MEDICAL DYNAMICS, INC. THE TAIL WIND FUND, LTD.
By: /s/ Van A. Horsley By: /s/ Brighton Holdings Limited
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Van A. Horsley, President Title: Sole Director
Exhibit 2
Amendment No. 2 to
PURCHASE AGREEMENT
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THIS AGREEMENT (this "Amendment") is dated as of March 4, 1999, and
constitutes Amendment No. 2 to the Purchase Agreement (the "Purchase Agreement")
by and between Medical Dynamics, Inc., a Colorado corporation (the "Company"),
and The Tail Wind Fund, Ltd., a British Virgin Islands limited liability company
(the "Investor") which Purchase Agreement was made as of the 31st day of July,
1998, as amended by Amendment No. 1 dated October 30, 1998 and the convertible
debentures issued thereunder.
In consideration of the mutual promises made herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Convertible Debentures. The convertible debentures dated July 31, 1999
(CD98-001 through CD98-011) and dated November 18, 1998 (CD98-012 through
CD98-015) (each a "Debenture") be and hereby are amended as follows, which
amendment is in addition to Amendment No. 1 to the Convertible Debentures
dated July 31, 1999:
(a) The first sentence of Paragraph 2(a) be and hereby is amended to
provide that: up to one-third of the principal amount of the Debenture
is convertible from and after January 1, 1999; up to two-thirds of the
principal amount of the Debenture is convertible from and after June
1, 1999; and the entire Debenture is convertible from and after
January 1, 2000.
(b) The following new Paragraph 2(k) will be added to the Convertible
Debentures:
"(k) Notwithstanding anything to the contrary stated herein, the
holder may not convert this Debenture if the total number of shares
issuable upon conversion of this Debenture together with the shares
issued upon the conversion of (or as interest on) all other Debentures
issued pursuant to the Purchase Agreement and the shares issuable upon
exercise of the Warrants issued pursuant to the Purchase Agreement
will exceed 1,880,000 (being less than 20% of the total number of
shares outstanding at July 31, 1998). If the holder is prevented by
the preceding sentence from converting this Debenture, the holder may,
upon six months notice to the Company, cause the Company to redeem
this Debenture for 115% of the remaining principal amount."
2. This Amendment to the Purchase Agreement and the Registration Rights
Agreement constitutes a part of and a modification to the Purchase
Agreement, the Registration Rights Agreement, Warrant Agreements, and the
Debentures as set forth herein, and references herein to the Purchase
Amendment - Medical Dynamics, Inc. and The Tail Wind Fund, Ltd. Page 1
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Agreement, the Registration Rights Agreement, Warrant Agreement, and the
Debentures shall mean the Purchase Agreement, the Registration Rights
Agreement, Warrant Agreements, and the Debentures as modified hereby.
Except as modified hereby, the Purchase Agreement, the Registration Rights
Agreement, the Warrant Agreements, and the Debentures shall remain in ful
force and effect in accordance with its stated provisions.
3. This Amendment may be signed in counterparts, each of which shall
constitute an original and which together shall constitute one and the same
agreement. Either party hereby may confirm legal delivery of the signed
counterparts by facsimile delivery of a copy of this Amendment to the other
party.
4. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Purchase Agreement.
IN WITNESS WHEREOF, the Company and the Investor have made this Amendment
as of the date first above written.
MEDICAL DYNAMICS, INC. THE TAIL WIND FUND, LTD.
By: /s/ Van A. Horsley By: /s/ Brighton Holdings Limited
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Van A. Horsley, President Title: Sole Director
Amendment - Medical Dynamics, Inc. and The Tail Wind Fund, Ltd. Page 2
