UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported) January 24, 1995
NATIONAL PATENT DEVELOPMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-7234 13-1926739
(State or Other (Commission IRS Employer
Jurisdiction of File Number) (Identification No.)
Incorporation
9 West 57 Street, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 826-8500
(Former Name or Former Address, if Changed Since Last Report
Item 5. Other Events
On January 24, 1995, National Patent Development Corporation
("National Patent") sold 1,666,667 shares of common stock of its
subsidiary, GTS Duratek,Inc. ("Duratek") at a price of $3.00 per
share to The Carlyle Group ("Carlyle") in connection with a $16
million financing by Duratek with Carlyle, a Washington, D.C.
based private merchant bank. In addition, the Registrant granted
Carlyle an option to purchase up to an additional 500,000 shares
of Duratek common stock over the next year at $3.75 per share.
Duratek received $16 million from Carlyle in exchange for
160,000 shares of newly issued 8% cumulative convertible
preferred stock (convertible into 5,333,333 shares of Duratek
common stock at $3.00 per share). Duratek granted Carlyle an
option to purchase up to 1,250,000 shares of newly issued
Duratek common stock from Duratek over the next four years.
At present, the Registrant owns 3,665,972 shares of
Duratek's common stock (approximately 42% of the currently
outstanding shares of common stock). Assuming (i) Carlyle
converted all of its cumulative convertible preferred stock into
Duratek common stock and exercised its option to purchase
additional shares of Duratek common stock from each of Duratek
and National Patent and (ii) National Patent employees exercised
their options to purchase shares of Duratek common stock ,
National Patent would own 2,668,222 shares of Duratek common
stock (approximately 17% of the then outstanding common stock).
In connection with the transaction, Carlyle will have the
right, through its preferred stock, to elect a majority of
Duratek's Board of Directors. Upon conversion of the preferred
stock, Carlyle would own approximately 50% of Duratek's common
stock if all of its options are exercised.
Item 7. Financial Statement and Exhibits
(a) None
(b) None
(c) Exhibits
4.1 Stock Purchase Agreement among Carlyle Partners
II, L.P., Carlyle International Partners II, L.P., Carlyle
International Partners III, L.P., C/s International Partners,
Carlyle-GTSD Partners, L.P., Carlyle-GTSD Partners II, L.P. and
GTS Duratek, Inc. and National Patent Development Corporation
dated as of January 24, 1995. Incorporated herein by reference
to Exhibit 4.2 of GTS Duratek, Inc.'s Form 8-K dated February 1,
1995.
4.2 Stockholders Agreement by and among GTS Duratek,
Inc., Carlyle Partners II, L.P., Carlyle International Partners
II, L.P., Carlyle International Partners III, L.P., C/S
International Partners, Carlyle-GTSD Partners, L.P., Carlyle-GTSD
Partners II, L.P. and National Patent Development Corporation
dated as of January 24, 1995. Incorporated herein by reference
to Exhibit 4.3 of GTS Duratek, Inc.'s Form 8-K dated February 1,
1995.
4.3 Registration Rights Agreement by and among GTS
Duratek, inc., Carlyle Partners II, L.P., Carlyle International
Partners II, L.P., Carlyle International Partners III, L.P., C/S
International Partners, Carlyle-GTSD partners, L.P., Carlyle-GTSD
Partners II, L.P. and National Patent Development Corporation
dated as of January 24, 1995. Incorporated herein by reference
to Exhibit 4.4 of GTS Duratek, Inc.'s Form 8-K dated February 1,
1995.
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.
NATIONAL PATENT DEVELOPMENT
CORPORATION
BY: Lawrence M. Gordon
Vice President and
General Counsel
Date: February 7, 1995
