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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 (Earliest Event Reported). 12/29/95
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LASERTECHNICS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-11933 85-0294536
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(State or other (Commission File No.) (IRS Employer
jurisdiction or Identification
incorporation) Number)
5500 Wilshire Avenue, NE Albuquerque, New Mexico 87113
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (505) 822-1123
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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
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, Exercise of Warrants and
Purchase of Additional Preferred Stock
Through December 28, 1995, Lasertechnics, Inc. (the "Company") has received
notices for the conversion of convertible debentures with a total principal
amount of 1,025,000 plus $20,342 accrued interest thereon into common stock.
On December 15, 1995, Wolfensohn Associates, L.P., a controlling stockholder of
the Company, exercised common stock purchase warrants it holds in the Company,
resulting in the purchase of 534,105 shares of the Company's common stock for a
total of $690,000; the Company has an offsetting write off of amortization of
warrant discount of $69,287. As permitted in the common stock purchase warrants,
Wolfensohn paid the total exercise price for the 534,105 shares by cancelling
$690,000 of the $900,000 of the principal amount of the debt it holds from the
Company.
On December 27, 1995, Wolfensohn, pursuant to terms approved by the Company's
Board of Directors on December 21, 1995, converted the remaining $210,000 of
principal of such debt plus all of the accrued interest of $259,879 through
December 26, 1995 on all of the converted debt into Series C convertible
preferred stock at a price of $1.51 per share. The price was 85% of the 30 day
average publicly traded price ($1.78175) of the Company's common stock prior to
the date of conversion and resulted in the issuance of 311,179 shares of
convertible preferred stock. The stated value of the stock is $1.51 per share
with a cumulative 10% dividend payable commencing 1 January, 1996 and payable
within 15 days of quarter end. Dividends are payable in cash or additional
shares of preferred stock at the option of the Company through 30 September,
1996 and thereafter at the option of the stockholder. Each share is convertible
into a share of common stock on a one for one basis, and votes with the common
stock on an as converted basis, except as required by law to vote as a separate
class. All such Series C convertible preferred shares are redeemable by the
Company at
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their stated value plus accrued dividends at any time without penalty subject to
the stockholder's right to convert to common stock for 10 business days
following receipt of the Company's notice of redemption. On December 29, 1995,
Wolfensohn and a related party purchased from the Company for $600,000 in cash,
397,351 shares of Series C convertible preferred stock at $1.51 per share. The
Series C convertible preferred shares have not been registered under the
Securities Act of 1933.
The Company in consultation with its outside auditors has concluded that the
convertible debentures issued in the October financing do not meet the
definition of convertible debt under Accounting Principles Board Opinion No. 14,
"Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants"
(APB 14). In instances such as this, APB 14 specifies that these securities
"should be dealt with in accordance with the substance of the transaction."
Given the financial condition of the Company, the 10 percent interest rate on
the convertible debenture is considered below market and the fair value of the
debt, exclusive of the conversion features, is less than the proceeds received.
Consequently, the difference between the fair value of the debt (exclusive of
the conversion features) and the proceeds received (presently estimated to be
approximately $1,500,000) is attributable to the conversion feature and in
accordance with generally accepted accounting principles, is recognized as paid-
in-capital in accordance with the substance of the transaction. The $1,500,000
will be recorded as additional interest expense over the terms of the
debentures, to the extent that the debentures are not converted to common stock.
Item 6. Resignation of Registrant's Directors
N/A
Item 7. Financial Statements and Exhibits
(a.) Financial Statements of businesses acquired.
N/A
(b.) Pro-forma financial information.
The unaudited financial statements set forth below present the Company's
summarized consolidated balance sheet as of November 30, 1995 (actual) and as of
December 31, 1995 (pro forma) and the Company's summarized consolidated
statement of operations for the eleven months ended November 30, 1995 (actual).
The pro forma balance sheet reflects the November 30, 1995 balance sheet
adjusted for events occurring after the November 30, 1995, including: (i) the
estimated loss for the month of December 1995, (ii) the issuance of equity
securities for cash and the cancellation of debt.
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Lasertechnics, Inc.
Summarized Consolidated Balance Sheet (Unaudited)
November 30, 1995 Actual
and December 31, 1995 Pro-forma
($'s in thousands)
<TABLE>
<CAPTION>
11/30/95 12/31/95
Actual Pro-forma
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<S> <C> <C>
ASSETS
Current assets $12,546 $13,146
Non-current assets 3,327 3,327
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Total assets $15,873 $16,473
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 9,423 $ 8,831
Non-current liabilities 5,765 4,740
Total stockholders' equity 685 2,902
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Total liabilities & stockholders' equity $15,873 $16,473
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Assumptions and December adjustments:
-December loss estimated at $519,000
-includes $1,045,342 of debentures plus accrued interest converted into
common stock on various dates in December, 1995
-includes $690,000 of warrants exercised (less an offsetting
amortization of warrant discount of $69,287) in exchange for the
cancellation of notes payable on December 15, 1995
-includes the conversion of $210,000 of notes payable into preferred
stock on December 27, 1995
-includes the conversion of $259,879 of accrued interest into preferred
stock on December 27, 1995
-includes the $600,000 cash sale of preferred stock on December 29, 1995
</TABLE>
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Lasertechnics, Inc.
Summarized Consolidated Statement of Operations (Unaudited)
For the 11 months ended November 30, 1995
($'s in thousands)
<TABLE>
<CAPTION>
11/30/95
YTD
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<S> <C>
Total Sales $11,708
Cost of Sales 7,415
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Gross Margin 4,293
% of Sales 36.7%
Operating Expenses 12,174
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Net Income (Loss) $(7,881)
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(c.) Exhibits. N/A
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.
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(Registrant)
Date December 29, 1995 By: /s/ Ronald Bencke
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Ronald Bencke
Vice President, Chief
Financial Officer and Principal
Accounting Officer
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