<PAGE>
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 (Earliest Event Reported) 12-15-95
----------------------------------------
LASERTECHNICS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-11933 85-0294536
- --------------- --------------------- --------------
(State or other (Commission File No.) (IRS Employer
jurisdiction or Identification
incorporation) Number)
5500 Wilshire Avenue, NE Albuquerque, New Mexico 87113
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (505) 822-1123
------------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 1. Changes in Control of Registrant
N/A
Item 2. Acquisition of Assets
N/A
Item 3. Bankruptcy or Receiverships
N/A
Item 4. Changes in Registrant's Certifying Accountant
N/A
Item 5. Other Events, Conversion of Debentures
The registrant, as previously reported on its Form 10-QSB for the quarter ended
September 30, 1995, completed a $7 million convertible debenture financing on
October 11, 1995. Under the terms of the registrant's 10% Subordinated
Convertible Debentures, due October 2, 1998, the holders can convert up to
one-half of the principal amount held by each, plus accrued interest, anytime
after November 25, 1995 and the remainder anytime after December 25, 1995. The
conversion price is the lesser of the fixed conversion price of $2.34375 or 85%
of the average closing bid price for the five trading days immediately preceding
the date of the conversion.
To date, debentures with a total principal amount of $575,000 plus $9,699
accrued interest thereon, have been converted. This has resulted in $584,699 of
equity for the registrant.
In addition, Wolfensohn Associates, L.P., a controlling stockholder of the
registrant, has exercised all of the common stock purchase warrants it holds in
the registrant, resulting in the purchase of 534,105 shares of the registrant's
common stock for a total of $690,002. As permitted in the common stock purchase
warrants, Wolfensohn paid the total exercise price for the 534,105 shares by
cancelling $690,002 of the $900,000 of the principal amount of the debt it holds
from the registrant.
Wolfensohn has also committed to convert before December 31, 1995 the
registrant's remaining $209,998 of notes payable plus all of the accrued
interest of $259,050 (at December 15, 1995) on such debt and previously
converted debt, into convertible preferred stock at a price equal to 85% of the
30 day average publicly traded price of the registrant's common stock on the
date of conversion. The Board of Directors of the registrant approved, on
December 15, 1995, these terms for converting the remainder of the debt held by
Wolfensohn.
2
<PAGE>
As a result of the debenture conversions and exercise of the common stock
purchase warrants above, (decreased by $69,287 for amortization of warrant
discount), the registrant has increased its equity capital by a total of
$1,205,414. The commitment of Wolfensohn to convert the remaining principal and
interest debt described above will increase the registrant's capital by an
additional $469,048, for a total new equity added of $1,674,462. The
registrant's Board of Directors believes that these events will leave the
registrant at the close of its fiscal year on December 31, 1995 with equity
capital in excess of $1 million after taking into account expected losses for
the registrant's fourth quarter.
Item 6. Resignation of Registrant's Directors
N/A
Item 7. Financial Statements and Exhibits
(a.) Financial Statements of businesses acquired.
N/A
(b.) Pro-forma financial information.
LASERTECHNICS, INC.
PRO-FORMA CONSOLIDATED BALANCE SHEET
OCTOBER 31, 1995 (Unaudited)
($'s in thousands)
ASSETS
Current assets $11,901
Non-current assets 3,299
-------
Total assets $15,200
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 6,776
Non-current liabilities 6,693
Total stockholders' equity 1,731
-------
Total liabilities & stockholders' equity $15,200
=======
ASSUMPTIONS:
-includes consolidated results through October, 1995
-includes $584,699 of debentures plus accrued interest converted into
common stock in December, 1995
-includes $690,002 of warrants exercised (less an offsetting
amortization of warrant discount of $69,287) in exchange for notes
payable at December 15, 1995
-includes the conversion of $209,998 of notes payable to Wolfensohn into
preferred stock approved on December 15, 1995
-includes the conversion of $259,050 of accrued interest into preferred
stock as approved on December 15, 1995
(c.) Exhibits: N/A
3
<PAGE>
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.
LASERTECHNICS, INC.
----------------------------------------
(Registrant)
Date December 15, 1995 /s/ RONALD BENCKE
------------------------- ----------------------------------------
Ronald Bencke
Vice President, Chief
Financial Officer and
Principal Accounting
Officer
4
