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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 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) May 2, 1997
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TRIDENT ROWAN GROUP, INC.
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(Exact name of registrant as specified in charter)
Maryland 0-2642 52-0466460
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
Two Worlds Fair Drive, Somerset, New Jersey 08873
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (908) 868-9000
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N/A
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Pursuant to an agreement between two stockholders of the Registrant,
Finprogetti, S.p.A. ("Finprogetti") and Tamarix Investors, LDC ("Tamarix") dated
March 7, 1997, Finprogetti sold to Tamarix 900,000 shares of common stock, $2.50
par value (the "Common Stock") of the Registrant for a purchase price of
$6,975,000. Tamarix agreed to purchase an additional 100,000 shares for
$775,000. Finprogetti also received a put option, and Tamarix received a call
option with respect to an additional 635,000 shares of Common Stock owned by
Finprogetti. The put option is exercisable for one year commencing on May 2,
1998. The call option is exercisable for two years from May 2, 1997. During
such two-year period, Tamarix will have a proxy from Finprogetti to vote 735,000
shares of Common Stock. As a result of the acquisition, including the 735,000
shares remaining to be purchased, but excluding the shares of Common Stock
issuable upon exercise of the Centaurus Warrant (as defined below), Tamarix
beneficially owns 42% of the voting securities of the Registrant currently
outstanding.
At the closing of the transaction, Finprogetti tendered the resignations of
four members of the Registrant's Board of Directors who had been nominated by
Finprogetti: Giovanni Avalone, Carlo Garavaglia, Francesco Pugno Vanoni and
Maria Luisa Ruzzon. Separately, but in connection with the transaction, Board
member Roberto Corradi also tendered his resignation. The resulting vacancies
were filled by the election of Nicola Caiola and of Tamarix designees Mark
Hauser, William Spier and Emanuel Arbib. In addition, the Registrant issued
to Centaurus Management, LDC, the manager of Tamarix, a warrant (the
"Centaurus Warrant") to purchase 1,250,000 shares of Common Stock at a per
share exercise price equal to the public offering price of the Registrant's
Common Stock pursuant to the Registrant's pending Registration Statement on
Form S-1 (Registration No. 333-21595) (the "Registration Statement"),
exercisable for three years commencing on May 2, 1997. The Registrant has
also (a) engaged Tamarix Capital Corporation, an affiliate of Tamarix, to
provide financial advisory services to the Registrant for a three-year period,
for a consulting fee of $200,000 per year; (b) registered the shares of the
Registrant purchased from Finprogetti as well as the shares underlying the
Centaurus Warrant in the Registration Statement; and (c) amended its by-laws
and agreed to amend its certificate of incorporation, as applicable, to
provide (i) for a staggered Board of Directors which will include one member
nominated by Tamarix in each of the three classes, (ii) for a representative
of Tamarix to be Chairman of the Board of the Registrant, (iii) that Tamarix's
consent will be required to further amend the Registrant's certificate of
incorporation, and (iv) that the Board of Directors be expanded and limited to
not more than 11 members, such Board to include three Tamarix nominees and an
additional three independent directors who are experienced in business matters
and otherwise reasonably acceptable to Tamarix. The Registrant may not declare
and pay any dividends without the approval of the directors nominated by
Tamarix.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
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Exhibit Description
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3.1 Restated Articles of Incorporation of the Registrant, as amended
(filed as Exhibit 3.1 to the 1996 Annual Report on Form 10-K).
4.1 Warrant to purchase 1,250,000 shares of the Registrant's Common
Stock issued to Centaurus Management, LDC.
10.1 Inducement Agreement dated April 8, 1997 between the Registrant
and Tamarix Investors LDC (filed as Exhibit 10.25 to the
Registration Statement on Form S-1, Registration No.333-21595).
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SIGNATURE
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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, thereunto duly authorized.
Dated: May 14, 1997
TRIDENT ROWAN GROUP, INC.
By: /s/ Howard E. Chase
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Howard E. Chase
President and Chief Executive Officer
By: /s/ Carlo Previtali
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Carlo Previtali
Secretary/Treasurer
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Exhibit 4.1
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED,
HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SECTION 11
OF THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED.
Warrant Certificate No. _____
WARRANT TO PURCHASE 1,250,000 SHARES
OF COMMON STOCK, $0.01 PAR VALUE PER SHARE
VOID AFTER 5:00 P.M.
NEW YORK TIME, ON May 1, 2000
TRIDENT ROWAN GROUP, INC.
ORGANIZED UNDER THE LAWS OF THE STATE OF MARYLAND
This certifies that, for value received, CENTAURUS MANAGEMENT, LDC , the
registered holder hereof or assigns (the "Warrantholder"), is entitled to
purchase from TRIDENT ROWAN GROUP, INC. (the "Company"), at any time during the
period commencing at 9:00 a.m., New York Time, on May 2, 1997, and before 5:00
p.m., New York Time on May 1, 2000, at the purchase price per share determined
in accordance with the provisions of the Warrant Agreement described below, (the
"Warrant Price"), the number of shares of Common Stock of the Company set forth
above (the "Shares"). The number of shares of Common Stock of the Company
purchasable upon exercise of these Warrants shall be subject to adjustment from
time to time as set forth in the Warrant Agreement referred to below.
The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant Certificate with the Purchase Form attached hereto
duly executed (with a signature guarantee as provided thereon) and simultaneous
payment of the Warrant Price at the principal office of the Company. Payment of
such price shall be made at the option of the Warrantholder by cash, by wire
transfer, by certified or official bank check or any combination thereof and as
otherwise set forth in the Warrant Agreement.
The Warrants evidenced hereby represent the right to purchase an aggregate
of up to 1,250,000 Shares and are issued under and in accordance with a Warrant
Agreement, dated as of May 2, 1997 (the "Warrant Agreement"), between the
Company and Centaurus Management, LDC and are subject to the terms and
provisions contained in the Warrant Agreement, to all of which the Warrantholder
by acceptance hereof consents.
Upon any partial exercise of the Warrants evidenced hereby, there shall be
signed and issued to the Warrantholder a new Warrant Certificate in respect of
the Shares as to which the Warrants evidenced hereby shall not have been
exercised. These Warrants may be exchanged at the office of the Company by
surrender of this Warrant Certificate properly endorsed for one or more new
Warrants of the same aggregate number of Shares as are evidenced by the Warrant
or Warrants exchanged. No fractional securities will be issued upon the
exercise of rights to purchase hereunder, but the Company shall pay the cash
value of any fraction upon the exercise of one or more Warrants. These Warrants
are transferable at the office of the Company in the manner and subject to the
limitations set forth in the Warrant Agreement.
This Warrant Certificate does not entitle any Warrantholder to any of the
rights of a shareholder of the Company.
TRIDENT ROWAN GROUP, INC.
By: /s/ Howard E. Chase
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Howard E. Chase
President
Dated: May 2, 1997
ATTEST:
/s/ Carlo Previtali
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Secretary
