<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Lasertechnics, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
518082 10 2
(CUSIP Number)
Richard C.E. Morgan Christopher Smeall, Esq.
Amphion Ventures L.P. Debevoise & Plimpton
590 Madison Avenue 875 Third Avenue
New York, NY 10022 New York, NY 10022
(212) 849-8120 (212) 909-6457
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 29, 1997
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 518082 10 2 Page 2 of 12 Pages
(1) Names of Reporting Persons
S.S. or I.R.S. Identifica- Amphion Ventures L.P.
tion Nos. of Above Persons (formerly Wolfensohn
Associates II L.P.)
13-3962697
- --------------------------------------------------------------------------
(2) Check the Appropriate Box (a)
---
if a Member of a Group N/A (b)
---
- --------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------
(4) Source of Funds BK, AF, SC
- --------------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) N/A
- --------------------------------------------------------------------------
(6) Citizenship or Place of
Organization Delaware
- --------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 6,925,782
Beneficially Owned ---------------------------------------------------
by Each Reporting (8) Shared Voting Power N/A
Person With ---------------------------------------------------
(9) Sole Dispositive Power 24,766,732
---------------------------------------------------
(10) Shared Dispositive Power- N/A
- --------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 24,766,732
- --------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares N/A
- --------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 44.8%(See Item 5.)
- ----------------------------------------------------------------------
(14) Type of Reporting Person PN
<PAGE> 3
SCHEDULE 13D
CUSIP No. 518082 10 2 Page 3 of 12 Pages
(1) Names of Reporting Persons
S.S. or I.R.S. Identifica- Amphion Partners L.L.C.
tion Nos. of Above Persons (formerly, Wolfensohn
Partners II, LLC)
13-3962696
- -----------------------------------------------------------------------
(2) Check the Appropriate Box (a)
---
if a Member of a Group N/A (b)
---
- -----------------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------------
(4) Source of Funds BK, AF
- -----------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) N/A
- -----------------------------------------------------------------------
(6) Citizenship or Place of
Organization Delaware
- -----------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 567,500 (See Item 5.)
Beneficially Owned -------------------------------------------------
by Each Reporting (8) Shared Voting Power
Person With -------------------------------------------------
(9) Sole Dispositive Power 567,500 (See Item 5.)
-------------------------------------------------
(10) Shared Dispositive Power
- -----------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 25,334,232 (See Item 5.)
- -----------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares N/A
- -----------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 45.9%(See Item 5.)
- -----------------------------------------------------------------------
(14) Type of Reporting Person OO
<PAGE> 4
SCHEDULE 13D
CUSIP No. 518082 10 2 Page 4 of 12 Pages
(1) Names of Reporting Persons
S.S. or I.R.S. Identifica- Antiope Partners L.L.C.
tion Nos. of Above Persons (formerly Wolfensohn
Partners, L.P.)
13-3260056
- -----------------------------------------------------------------------
(2) Check the Appropriate Box (a)
---
if a Member of a Group N/A (b)
---
- -----------------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------------
(4) Source of Funds BK, AF, SC
- -----------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) N/A
- -----------------------------------------------------------------------
(6) Citizenship or Place of
Organization Delaware
- -----------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 749,845 (See Item 5.)
Beneficially Owned ------------------------------------------------
by Each Reporting (8) Shared Voting Power
Person With ------------------------------------------------
(9) Sole Dispositive Power 2,559,845(See Item 5.)
------------------------------------------------
(10) Shared Dispositive Power
- -----------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 2,559,845(See
Item 5.)
- -----------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares N/A
- -----------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 5.1% (See Item 5.)
- -----------------------------------------------------------------------
(14) Type of Reporting Person OO
<PAGE> 5
SCHEDULE 13D
CUSIP No. 518082 10 2 Page 5 of 12 Pages
CONTINUATION PAGES OF AMENDMENT NO. 8
TO SCHEDULE 13D
This Amendment No. 8 to the Statement on Schedule 13D,
dated October 4, 1985 (the "Schedule 13D"), previously filed by
Wolfensohn Associates L.P. (now known as Antiope Ventures L.P.)
("Ventures I") and Wolfensohn Partners, L.P. (now known as Antiope
Partners L.L.C.) ("Partners I") is filed by Partners I, Amphion
Ventures L.P. ("Ventures II") and Amphion Partners L.L.C.
("Partners II") and concerns the common stock, $.01 par value per
share (the "Common Stock") of Lasertechnics, Inc. (the "Company"),
a Delaware corporation, which has its principal executive offices
at 3208 Commander Dr., Carrollton, Texas 75006. In Amendment No.
7, Ventures I was referred to as "Associates", Ventures II as
"Associates II", and Partners I as "Partners." This Amendment No.
8 amends Items 3, 4, 5, 6, and 7.
Item 3. Source and Amount of Funds or Other Consideration.
On December 29, 1997, Ventures II acquired 700 shares of
Series G Convertible Preferred Stock ("Series G Preferred") at a purchase price
of $10,000 per share, totaling $7,000,000. Ninety-three of these shares of
Series G Preferred were purchased at a price of $931,000. The remaining shares
were acquired in consideration for an exchange of debt owing from the Company to
Ventures II (the "Bridge Loan"), plus interest on the Bridge Loan principal,
plus accrued but unpaid dividends on the Series A, B, and C Convertible
Preferred Stock (respectively, "Series A Preferred", "Series B Preferred", and
"Series C Preferred") held by Ventures II, plus the issuance of a note payable
(the "Note Payable") to the Company for the balance of the purchase price. The
Series A, B, and C Preferreds are described in their respective Certificates of
Designation which are attached to Amendment 7 as Exhibits 17, 18, and 19,
respectively, and incorporated herein by reference. The Note Payable is attached
to this Amendment 8 as Exhibit 25 and is incorporated herein by reference.
Thus, consideration for the December 29, 1997, acquisition by
Ventures II of 700 shares of Series G Preferred Stock was from the following
sources:
Cash from Ventures II 931,000.00
Bridge Loan Principal 4,138,575.00
Interest on Converted Loans 63,120.85
Dividends Payable on Series A Preferred 276,145.76
Dividends Payable on Series B Preferred 276,145.87
Dividends Payable on Series C Preferred 156,328.64
Note Payable 1,158,683.88
- --------------------------------------- ------------
TOTAL 7,000,000.00
<PAGE> 6
SCHEDULE 13D
CUSIP No. 518082 10 2 Page 6 of 12 Pages
Partners I's acquisition on December 29, 1997, of 48 shares of
Series G Preferred, which had a face value of $10,000 per share, was in exchange
for 48 shares of Series F Convertible Preferred Stock ("Series F Preferred"),
which had an aggregate face value of $480,000. Each share of Series F Preferred
has a liquidation preference of $10,000 plus interest, as set out in the Series
F Preferred Stock Certificate of Designation which is attached to Amendment 7 as
Exhibit 20 and incorporated herein by reference and is convertible into Common
Stock based on the formula set forth in the Series F Preferred Stock Certificate
of Designation.
Partners I also exchanged accrued Series F Preferred
dividends, totaling $16,938, for 2 additional shares of Series G Preferred
Stock.
As part of the transactions, Partners I also received one
share of Common Stock for each $1.00 face amount of exchanged Series F Preferred
Stock and accrued dividends, totaling 496,938 shares of Common Stock.
On January 5, 1998 Ventures II extended the maturity date on
its senior promissory note (face amount $400,000) from December 31, 1997 to
December 31, 1998. As compensation for such extension Ventures II received
15,059 shares of Common Stock of the Company and 80,000 warrants for the Common
Stock of the Company.
On January 5, 1998 Partners I extended the maturity date on
its senior promissory note (face amount $1.8 million) from December 31, 1997 to
December 31, 1998. As compensation for such extension Partners I received 67,765
shares of Common Stock of the Company and 360,000 warrants for the Common Stock
of the Company.
Consideration for the January 8, 1998, reduction of the Note
Payable described in Item 5(c) was $500,000 in cash from Ventures II.
Consideration for the January 12, 1998, reduction of the Note
Payable described in Item 5(c) was $350,000 in cash from Ventures II.
Consideration for the February 6, 1998, reduction in the Note
Payable described in Item 5(c) was $83,000 in cash from Ventures II.
Consideration for the February 12, 1998, reduction in the
Note Payable described in Item 5(c) was $131,000 in cash from Ventures II.
Item 4. Purpose of Transactions.
The exchanges, purchases and loans made by Partners I,
Partners II, and Ventures II reported herein were all in connection with their
respective general investment activities.
In addition to the loans described herein, Partners I,
Partners II, and Ventures II each has the right to acquire
<PAGE> 7
SCHEDULE 13D
CUSIP No. 518082 10 2 Page 7 of 12 Pages
additional shares of Common Stock (or other capital stock of the Company), and
to dispose of some or all of their respective current holdings of Common Stock
or other capital stock of the Company or to exercise any warrants or other
rights any of them may in the future have in respect thereof, in one or more
open-market or privately negotiated transactions or otherwise, on such terms and
at such times as each considers desirable.
Item 5. Interest in Securities of the Issuer.
(a) As of February 12, 1998, Ventures II owned the
following interests in the Company:
<TABLE>
<CAPTION>
COMMON STOCK
EQUIVALENT IF
TYPE OF SECURITY AMOUNT CONVERTED
- -------------------------- ----------- ------------
<S> <C> <C>
Senior Promissory Notes $400,000 N/A
Common Stock 6,925,782 N/A
Series A Convertible 1,153,846 1,153,846
Preferred Stock
Series B Convertible 1,056,338 1,056,338
Preferred Stock
Series C Convertible 509,855 509,855
Preferred Stock
Series G Convertible 700 14,000,000
Preferred Stock NOTE (1)
Warrants 1,044,056 964,056
Options 76,855 76,855
</TABLE>
NOTE (1): This sum assumes a Series G Preferred per share price of
$10,000 divided by a Conversion Price of $0.50, as it has been initially set.
As of February 12, 1998, Ventures II owns 6,925,782 shares of
Common Stock, which Ventures II estimates is approximately 14.6% of the total
issued and outstanding shares of the Common Stock of the Company. Assuming the
exercise by Ventures II of all of its rights to convert all of the Series A
Preferred, the Series B Preferred, the Series C Preferred, the warrants and the
options held by it into Common Stock, Ventures II would be deemed the beneficial
holder of 24,766,732 shares of Common Stock, which Ventures II estimates would
constitute approximately 44.8% of the issued and outstanding shares of the
Company (assuming all outstanding warrants had been exercised and
<PAGE> 8
SCHEDULE 13D
CUSIP No. 518082 10 2 Page 8 of 12 Pages
all outstanding convertible securities had been converted into Common Stock) as
of February 12, 1998.
As of February 12, 1998, Partners I owned the following
interests of Company:
COMMON STOCK EQUIVALENT IF
TYPE OF SECURITY AMOUNT CONVERTED
- ------------------------ ---------- --------------
Senior Promissory Notes $1,800,000 N/A
Common Stock 749,845 N/A
Series G Convertible 50 1,000,000
Preferred Stock NOTE (1)
Warrants 810,000 450,000
NOTE (1): This sum assumes a Series G Preferred per share price of $10,000
divided by a Conversion Price of $0.50, as it has been initially set.
As of February 12, 1998, Partners I owns 749,845 shares of
Common Stock, which Partners I estimates is approximately 1.6% of the total
outstanding shares of the Common Stock of Company. Assuming the exercise by
Partners I of all of its rights to convert all of the Series G Preferred and the
warrants into Common Stock, Partners I would be deemed the beneficial holder of
2,559,845 shares of Common Stock, which Partners I estimates would constitute
approximately 4.6% of the issued and outstanding shares of the Company (assuming
all outstanding warrants had been exercised and all outstanding convertible
securities had been converted into Common Stock) as of February 12, 1998.
As of February 12, 1998, Partners II owned 567,500 shares of
Common Stock, which is estimated by Partners II to represent approximately 1.2%
of the issued and outstanding shares of the Common Stock of the Company. (In
addition, see the holdings of Ventures II, above in which Partners II is a
general partner and holds 0.2% of the total partnership interests).
There has been no material change in the ownership of
interests in the Company by Richard C.E. Morgan or James D. Wolfensohn since the
filing of Amendment No. 7. As of December 31, 1997, options owned by Richard
C.E. Morgan vested with respect to 12,500 shares of Common Stock. The
acquisition of 12,500 shares of Common Stock would represent less than one
percent change in beneficial ownership.
<PAGE> 9
SCHEDULE 13D
CUSIP No. 518082 10 2 Page 9 of 12 Pages
(b) Reference is made to Rows (7) through (10) of each
Reporting Person's cover page.
(c) This amendment and filing reports the following events:
On December 29, 1997, Ventures II acquired 700 shares of
Series G Preferred at a purchase price of $10,000 per share, totaling
$7,000,000. Consideration was in the form of an equity purchase, the Bridge
Loan, plus interest on the Bridge Loan principal, plus accrued but unpaid
dividends on the Series A, B, and C Preferreds held by Ventures II, plus the
issuance of the Note Payable.
On December 29, 1997, Partners I exchanged 48 shares of Series
F Preferred, which had an aggregate face value of $480,000, for an equivalent
face amount of Series G Preferred Stock at a price of $10,000 per share, and
thus received 48 shares of Series G Preferred Stock. Partners I also exchanged
accrued dividends on the Series F Preferred, totaling $16,938, for 2 additional
shares of Series G Preferred Stock.
Each share of Series G Preferred has a liquidation preference
over all Common Stock of the Issuer equal to the stated value of all such shares
of preferred stock outstanding at the time plus accrued dividends. Series G
Preferred shares are convertible in whole at any time and in part from time to
time into non-assessable shares of Common Stock equal to the quotient of (i) the
aggregate original Series G issue price of the shares of Series G Preferred
Stock ($10,000/share) being divided by (ii) the Conversion Price, which shall
initially be set at fifty cents, subject to adjustment from time to time due to
merger, consolidation, or another reason set forth in the Series G Certificate
of Designation which is attached hereto as Exhibit 2 and incorporated herein by
reference.
As part of the December 29, 1997, transaction, Partners I also
received one share of Common Stock for each $1.00 face amount of exchanged
Series F Preferred Stock and accrued dividends, totaling 496,938 shares of
Common Stock.
On January 5, 1998 Ventures II extended the maturity date on
its senior promissory note (face amount $400,000) from December 31, 1997 to
December 31, 1998. As compensation for such extension Ventures II received
15,059 shares of Common Stock of the Company and 80,000 warrants for the Common
Stock of the Company.
On January 5, 1998 Partners I extended the maturity date on
its senior promissory note (face amount $1.8 million) from December 31, 1997 to
December 31, 1998. As compensation for such extension Partners I received 67,765
shares of Common Stock of the Company and 360,000 warrants for the Common Stock
of the Company.
<PAGE> 10
SCHEDULE 13D
CUSIP No. 518082 10 2 Page 10 of 12 Pages
On January 8, 1998, the Note Payable was reduced by $500,000
in exchange for that amount in cash from Ventures II to the Company.
On January 12, 1998, the Note Payable was reduced by $350,000
in exchange for that amount in cash from Ventures II to the Company.
On February 6, 1998, the Note Payable was reduced by $83,000
in exchange for that amount in cash from Ventures II to the Company.
On February 12, 1998, the Note Payable was reduced by
$131,000 in exchange for that amount in cash from Ventures II to the Company.
Except as reported herein, none of Ventures II, Partners II or
Partners I or, to the best knowledge of each of them or any of the managing
members of Partners I or Partners II, any of their controlling persons, has
effected any transactions in the Common Stock (or securities convertible into
Common Stock) since Amendment 7 was filed.
(d) No amendment.
(e) Not applicable.
Item 6. Contracts, Arrangement, Understandings or Relationships
with Respect to Securities of the Issuer.
On January 8, 1998, the Company submitted a preliminary proxy
statement (the "Preliminary Proxy") to the Securities and Exchange Commission
concerning a proposed meeting by the shareholders of the Company to vote on
various amendments to the Company's Certificate of Incorporation, to authorize
certain issuances of Common Stock to acquire certain technology and related
rights, to change the Company's name, and to transact other business as may
properly come before the meeting.
On January 22, 1998 the Company submitted to the Securities
and Exchange Commission an amended preliminary proxy statement (the "Amended
Preliminary Proxy") which listed the proposed amendments as a one-for-twenty
reverse stock split of the outstanding Common Stock, non-voting Common Stock,
Series A, B, and, C Preferreds, and would also provide certain corresponding
changes for the Series A, B, and, C Preferreds, the reduction of the number of
authorized shares, and changing the Company's name.
Neither the Preliminary Proxy nor the Amended Preliminary
Proxy statements are final and both are open to further amendment and SEC
review. Both documents are publicly filed.
Except as reported herein and in previous reports, none of
Partners I, Ventures II, Partners II or, to the best knowledge of Partners I,
Ventures II and Partners II, none of the managing members of Partners I or
Partners II or any of their controlling persons has entered into any contracts,
arrangements,
<PAGE> 11
SCHEDULE 13D
CUSIP No. 518082 10 2 Page 11 of 12 Pages
understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Company, which are in effect as of
the date hereof.
Item 7. Material to be Filed as Exhibits.
The following is attached hereto:
Exhibit 23. Joint Filing Agreement
Exhibit 24. Certificate of Designation for Series G
Preferred Stock.
Exhibit 25. Note Payable, dated as of January 29,
1998, from Ventures II to the Company.
Notes which the Company is obligated to issue but has not yet
issued are not attached hereto.
The following are incorporated by reference to other filings:
The Series A, B, and C Preferreds are described in their respective
Certificates of Designation which are attached to Amendment 7 as
Exhibits 17, 18, and 19, respectively.
The Series F Preferred Stock Certificate of Designation which is
attached to Amendment 7 as Exhibit 20.
<PAGE> 12
SCHEDULE 13D
CUSIP No. 518082 10 2 Page 12 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 12, 1998
ANTIOPE PARTNERS L.L.C.
(formerly Wolfensohn Partners L.P.)
By: //s
---------------------------------------
Richard C.E. Morgan
a Managing Member
AMPHION VENTURES L.P.
(formerly, Wolfensohn Associates II L.P.)
By: Amphion Partners L.L.C.
(formerly Wolfensohn Partners II, LLC)
its general partner
By: //s
---------------------------------------
Richard C.E. Morgan
a Managing Member
AMPHION PARTNERS L.L.C.
(formerly Wolfensohn Partners II, LLC)
By: //s
---------------------------------------
Richard C.E. Morgan
a Managing Member
<PAGE> 1
Exhibit 23
JOINT FILING AGREEMENT
The undersigned hereby agree to the joint filing of the
Schedule 13D to which this Agreement is attached.
Dated: February 9, 1998
ANTIOPE PARTNERS L.L.C.
(formerly Wolfensohn Partners L.P.)
By: //s
--------------------------------
Richard C.E. Morgan
a Managing Member
AMPHION VENTURES L.P.
(formerly Wolfensohn Associates II, L.P.)
By: Amphion Partners L.L.C.
(formerly Wolfensohn Partners II, L.L.C.)
its general partner
By: //s
--------------------------------
Richard C.E. Morgan
a Managing Member
AMPHION PARTNERS L.L.C.
(formerly Wolfensohn Partners II, LLC)
By: //s
--------------------------------
Richard C.E. Morgan
a Managing Member
<PAGE> 1
Exhibit 24
CERTIFICATE OF DESIGNATION
OF
SERIES G PREFERRED STOCK
OF
LASERTECHNICS, INC.
PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
LASERTECHNICS, INC. (the "Company"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, in
accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY as
follows:
1. The name of the Company is Lasertechnics, Inc. a Delaware
corporation.
2. The Certificate of Incorporation of the Company, as amended,
authorizes the issuance of Seven Million (7,000,000) shares of preferred stock,
$.01 par value per share, and expressly vests in the Board of Directors of the
Company the authority provided therein to issue any or all of said shares in one
or more series and by resolution or resolutions to establish the designation and
number and to fix the relative rights and preferences of each series to be
issued.
3. On December 29, 1997, the Board of Directors of the Company (the
"Board of Directors"), pursuant to the authority expressly vested in it as
aforesaid, adopted the following resolutions creating a series of 2,500 shares
of Preferred Stock designated as the "Series G Preferred Stock":
RESOLVED, that two thousand five hundred (2,500) of the seven million
(7,000,000) authorized shares of Preferred Stock of the Company shall be
designated Series G Preferred Stock, $.01 par value per share, and shall possess
the rights and preferences set forth below:
SECTION 1. DESIGNATION AND AMOUNT. The shares of such series shall have
a par value of $.01 per share and shall be designated as Series G Preferred
Stock (the "Series G Preferred Stock") and the number of shares constituting the
Series G Preferred Stock shall be TWO THOUSAND FIVE HUNDRED (2,500). The Series
G Preferred Stock shall have a stated value of Ten Thousand Dollars ($10,000)
per share (the "Original Series G Issue Price").
-1-
<PAGE> 2
SECTION 2. RANK. The Series G Preferred Stock shall rank: (i) junior to
any other class or series of capital stock of the Company hereafter created
specifically ranking by its terms senior to the Series G Preferred Stock
(collectively, the "Senior Securities"); (ii) prior to all of the Company's
Common Stock and Non-Voting Common Stock, each $.01 par value per share ("Common
Stock"); (iii) prior to any class or series of capital stock of the Company
hereafter created not specifically ranking by its terms senior to or on parity
with the Series G Preferred Stock (collectively, with the Common Stock, "Junior
Securities"); and (iv) on parity with the Series A Preferred Stock of the
Company, par value $.01 per share (the "Series A Preferred Stock"), the Series B
Preferred Stock of the Company, par value $.01 per share (the "Series B
Preferred Stock"), the Series C Preferred Stock of the Company, par value $.01
per share (the "Series C Preferred Stock"), the Series D Preferred Stock of the
Company, par value $.01 per share (the "Series D Preferred Stock"), the Series E
Preferred Stock of the Company, par value $.01 per share (the "Series E
Preferred Stock") the Series F Preferred Stock of the Company, par value $.01
per share (the "Series F Preferred Stock") and any class or series of capital
stock of the Company hereafter created specifically ranking by its terms on
parity with the Series G Preferred Stock ("Parity Securities") in each case as
to distributions of assets upon liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary (all such distributions being referred
to collectively as "Distributions").
SECTION 3. DIVIDENDS AND DISTRIBUTIONS. (a) Subject to Section 3(d),
the holders of record of shares of Series G Preferred Stock (the "Holders"), in
preference to the holders of shares of capital stock ranking junior to the
Series G Preferred Stock as to dividends, shall be entitled to receive dividends
on each share of Series G Preferred Stock held of record at the annual rate of
8% of the Original Series G Issue Price, payable semi-annually, to the extent of
funds legally available therefor. Such dividends shall be cumulative, shall
accrue on each share on a daily basis (calculated on the basis of a 360-day
year, whether or not earned or declared, from the date of original issue of such
shares) and shall be payable in arrears, when, as and if declared by the Board,
on the last day of June and December in each year (each such date, a "Dividend
Payment Date"). Each such dividend will be paid to the Holders as they appear on
the stock register of the Company on the record date therefor as shall be fixed
by the Board of Directors, which record date shall not be more than 25 days or
less than 10 days preceding the payment date thereof.
(b) The Company may, at its option, make any dividend payment
to Holders of Series G Preferred Stock in cash or in additional shares
(including fractional shares) of Series G Preferred Stock or in any combination
of cash and such shares. Each such dividend payment (or portion thereof) to be
paid in shares of Series G Preferred Stock shall be paid by the issuance and
delivery to such Holders of that number of additional shares (including any
fractional shares, if applicable) of Series G Preferred Stock as shall be equal
to the quotient obtained by dividing the aggregate dollar amount of such
dividend payment (or portion thereof) by the Original Series G Issue Price per
share. Dividends to be paid in additional shares of Series G Preferred Stock
shall be deemed to have been made when certificates representing such additional
shares of Series G Preferred Stock have been delivered to the record holders of
the Series G Preferred Stock entitled to receive the same, in accordance with
the instructions of such holders designated in writing to the
-2-
<PAGE> 3
Company at least two business days prior to any Dividend Payment Date. All
shares of Series G Preferred Stock paid as such dividends ("Dividend Shares")
shall be validly issued, fully paid and non-assessable, shall be free and clear
of preemptive rights and liens, claims and encumbrances of any kind. Subject to
the other provisions of this Certificate of Designation, holders of shares of
Series G Preferred Stock shall not be entitled to any dividend, whether payable
in cash, additional shares of Series G Preferred Stock, or other property, in
excess of full cumulative dividends as herein provided. No interest, or sum of
money in lieu of interest, shall be payable under this Certificate of
Designation in respect of any dividend payment or payments on the Series G
Preferred Stock which may be in arrears.
(c) So long as any Series G Preferred Stock remains
outstanding, the Company will not redeem, purchase or otherwise acquire any
Junior Securities; nor will the Company declare or pay any dividend or make any
distribution (in each case, whether in cash or securities or assets in kind)
upon any Junior Securities (other than stock dividends on Junior Securities,
payable in shares of, options, warrants or similar rights to acquire shares of,
the same class (and series, if applicable) of Junior Securities), or make any
sinking fund or other payment in respect of any of the foregoing if the Company
shall not have paid in full all accrued dividends on the Series G Preferred
Stock in accordance with Section 3(a) hereof.
(d) Anything contained herein to the contrary notwithstanding,
if at any time that any shares of Series G Preferred Stock are outstanding, the
closing bid price per share of the Common Stock on The Nasdaq Stock Market (or,
if the Common Stock is not then included in Nasdaq, but is listed on any
national securities exchange, on the principal national securities exchange on
which the Common Stock is then listed) remains above $1.00 per share (as
adjusted for any stock splits, reverse stock splits, stock dividends or similar
events after the date of this Certificate of Designation) for 20 consecutive
trading days, then, commencing on such 20th trading day, the cumulative dividend
will not be payable; provided, however, that if the closing bid price per share
of the Common Stock remains below $1.00 for 20 consecutive trading days (as so
adjusted), then the dividend will resume as of such 20th day.
SECTION 4. LIQUIDATION PREFERENCE.
(a) In the event of any liquidation, dissolution or winding up
of the Company ("Liquidation Event"), either voluntary or involuntary, the
Holders of shares of Series G Preferred Stock shall be entitled to receive,
immediately after any distributions to Senior Securities required by the
Company's Certificate of Incorporation or any certificate of designation, and
prior in preference to any distribution to Junior Securities, and in parity with
any distribution to Parity Securities, an amount for each share of Series G
Preferred Stock then outstanding equal to the Original Series G Issue Price,
plus any and all accrued unpaid dividends. If upon the occurrence of such event,
and after payment in full of the preferential amounts with respect to the Senior
Securities, the assets and funds available to be distributed among the Holders
of the Series G Preferred Stock and Parity Securities shall be insufficient to
permit the payment to such Holders of the full preferential amounts due to the
Holders of the Series G Preferred Stock and the Parity
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<PAGE> 4
Securities, respectively, then the entire assets and funds of the Company
legally available for distribution shall be distributed among the Holders of the
Series G Preferred Stock and the Parity Securities, pro rata, based on the
respective liquidation amounts to which each such series of stock is entitled by
the Company's Certificate of Incorporation and any certificate(s) of designation
relating thereto.
(b) Upon the completion of the distribution required by
subsection 4(a), if assets remain in this Company, they shall be distributed to
holders of Junior Securities in accordance with the Company's Certificate of
Incorporation including any duly adopted certificate(s) of designation.
(c) At each Holder's option, a sale, conveyance or disposition
of all or substantially all of the assets of the Company or the effectuation by
the Company of a transaction or series of related transactions in which any
person or entity acquires more than fifty percent (50%) of the voting power of
the Company (a "Change of Control") shall be deemed to be a Liquidation Event as
defined in Section 4(a); provided further that (i) a consolidation, merger,
acquisition, or other business combination of the Company with or into any other
publicly traded company or companies shall not be treated as a Liquidation Event
as defined in Section 4(a), but instead shall be treated pursuant to Section
5(d)(ii) hereof, and (ii) a consolidation, merger, acquisition, or other
business combination of the Company with or into any other non-publicly traded
company or companies shall be treated as a Liquidation Event as defined in
Section 4(a). The Company shall not effect any transaction described in
subsection 4(c)(ii) unless it first gives thirty (30) business days prior notice
of such transaction (during which time the Holder shall be entitled to convert
its shares of Series G Preferred Stock into Common Stock). For purposes of this
Section 4(c), the public offering, sale or distribution of shares of stock (or
assets) of the Company's Sandia Imaging Systems Corp. subsidiary or the
Lasertechnics Marking Corporation subsidiary (but not both) shall not be deemed
to be a Liquidation Event.
(d) In the event that, immediately prior to the closing of a
transaction described in Section 4(c) which would constitute a Liquidation
Event, the cash distributions required by Section 4(a) have not been made, the
Company shall either: (i) cause such closing to be postponed until such cash
distributions have been made, or (ii) cancel such transaction, in which event
the rights of the Holders of Series G Preferred Stock shall be the same as
existing immediately prior to such proposed transaction.
SECTION 5. CONVERSION. The record Holders of this Series G Preferred
Stock shall have conversion rights as follows (the "Conversion Rights"):
(a) Right to Convert. On the terms and subject to the
conditions set forth in this Certificate of Designation, each record Holder of
Series G Preferred Stock shall be entitled to convert the shares of Series G
Preferred Stock held by such Holder, in whole at any time and in part from time
to time, into a number of fully-paid and non-assessable shares of voting Common
Stock of the Company equal to the quotient of (i) the aggregate Original Series
G Issue Price of the shares of Series G Preferred Stock being converted divided
by (ii) the Conversion Price as determined
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<PAGE> 5
pursuant to this Section 5 (the "Conversion Price"). The Conversion Price shall
initially be FIFTY CENTS ($.50) per share of Series G Preferred Stock. The
Conversion Price shall be subject to adjustment from time to time as provided in
Section 5(d).
(b) Mechanics of Conversion. Conversion of shares of Series G
Preferred Stock may be effected by written notice to the Company, and shall be
effective upon receipt of such notice by the Company, or as otherwise provided
in such notice, and delivery to the Company of (i) one or more certificates
representing the shares of Series G Preferred Stock being converted, (ii) a
certificate of guaranteed delivery of such certificates reasonably satisfactory
to the Company, or (iii) evidence of the loss, theft or destruction of such
certificates pursuant to Section 10 of this Certificate of Designation, together
with any indemnity or security reasonably requested by the Company pursuant to
such Section 10. Upon any conversion of shares of Series G Preferred Stock
pursuant to this Section 5, the Holder shall be deemed to be the record holder
of the shares of Common Stock into which shares of Series G Preferred Stock have
been converted and shall be entitled to receive duly executed certificates, in
proper form, representing such shares of voting Common Stock as soon as
practicable thereafter. Anything contained herein to the contrary
notwithstanding, if any conversion of shares of Series G Preferred Stock would
create a fractional share of Common Stock or a right to acquire a fractional
share of Common Stock, such fractional share shall be disregarded and the number
of shares of Common Stock issuable upon such conversion, in the aggregate, shall
be rounded to the nearest whole number of shares (with one-half of a share
rounded up).
(c) Reservation of Stock Issuable Upon Conversion. The Company
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the Series G Preferred Stock, such number of its shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all then outstanding
Series G Preferred Stock; provided, however, that the Company shall not have any
obligation under this sentence prior to the earlier of (i) the second business
day after the stockholders of the Company approve an amendment to the
Certificate of Incorporation of the Company effecting a one-for-twenty reverse
stock split of the issued and outstanding shares of Common Stock, as provided in
the preliminary proxy statement of the Company dated January 8, 1998, and (ii)
June 30, 1998. If at any time the number of authorized but unissued shares of
Common Stock (excluding for this purpose any authorized but unissued shares of
Common Stock that are properly reserved for some other purpose) shall be
insufficient to cause the conversion into Common Stock of all shares of Series G
Preferred Stock then outstanding, the Company will take such corporate action as
may be necessary to increase its authorized but unissued shares of Common Stock
to such number of shares as shall be sufficient for such purpose.
(d) Adjustment to Conversion Rate.
(i) Adjustment to Conversion Price Due to Stock
Split, Stock Dividend, Etc. If, at any time that any shares of Series G
Preferred Stock remaining outstanding, the number of outstanding shares of
Common Stock is increased by a stock split, stock dividend, or other similar
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<PAGE> 6
event, the Conversion Price shall be proportionately reduced, or if the number
of outstanding shares of Common Stock is decreased by a reverse stock split,
combination or reclassification of shares, or other similar event, the
Conversion Price shall be proportionately increased.
(ii) Adjustment Due to Merger, Consolidation, Etc.
If, at any time that any shares of Series G Preferred Stock remain outstanding,
there shall be any merger, consolidation, exchange of shares, recapitalization,
reorganization, or other similar event, as a result of which shares of Common
Stock of the Company shall be changed into the same or a different number of
shares of the same or another class or classes of stock or securities of the
Company or another entity, or there is a sale of all or substantially all the
Company's assets or there is a Change of Control not deemed to be a Liquidation
Event pursuant to section 4(c), then the Holders shall thereafter have the right
to receive upon conversion of shares of Series G Preferred Stock, upon the basis
and upon the terms and conditions specified herein and in lieu of the shares of
Common Stock immediately theretofore issuable upon conversion, such stock,
securities and/or other assets which the Holder would have been entitled to
receive in such transaction had such shares of Series G Preferred Stock been
converted immediately prior to such transaction, and in any such case
appropriate provisions shall be made with respect to the rights and interests of
the Holders of the Series G Preferred Stock to the end that the provisions
hereof (including, without limitation, provisions for the adjustment of the
Conversion Price and of the number of shares issuable upon conversion of the
Series G Preferred Stock) shall thereafter be applicable, as nearly as may be
practicable in relation to any securities thereafter deliverable upon the
exercise hereof. The Company shall not effect any transaction described in this
subsection 5(d)(ii) unless (A) it first gives thirty (30) business days prior
notice of such merger, consolidation, exchange of shares, recapitalization,
reorganization, or other similar event (during which time the Holders shall be
entitled to convert their shares of Series G Preferred Stock into Common Stock)
and (B) the resulting successor or acquiring entity (if not the Company) assumes
by written instrument the obligations of the Company under this Certificate of
Designation including this subsection 5(d)(ii).
SECTION 6. VOTING. The Holders shall be entitled to vote, together with
the holders of the Company's voting Common Stock, as a single class, on all
matter submitted to a vote of the stockholders of the Company, or as to which
the holders of the voting Common Stock shall otherwise be entitled to vote. In
all such matters, the Holders shall be entitled to cast, for each share of
Series G Preferred Stock held of record, a number of votes equal to the product
of (i) the number of votes that one share of voting Common Stock shall be
entitled to cast on such matter times (ii) the number of shares of voting Common
Stock into which one share of Series G Preferred Stock is convertible on the
record date for such vote. As used in this Section 6, all references to votes
and voting shall refer as well to action and actions by written consent.
SECTION 7. OPTIONAL REDEMPTION BY COMPANY. The Series G Preferred Stock
shall be subject to optional redemption by the Company, in whole at any time or
in part from time to time, at a redemption price per share equal to the Original
Series G Issue Price, plus any and all accrued unpaid dividends thereon. The
Company shall give at least 10 days' prior written notice of any redemption
pursuant to this Section 7 to each Holder of shares of Series G Preferred Stock
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<PAGE> 7
to be redeemed. The Company's optional right of redemption is subject to each
Holder's right to convert all or any part of the shares to be redeemed into
Common Stock pursuant to Section 5, provided that the Holder gives written
notice of such conversion to the Company in accordance with Section 5 within 10
business days after the Company's notice of redemption. The Holders of Series G
Preferred Stock shall not be entitled to any mandatory redemption of their
Shares without the consent of the Company.
SECTION 8. STATUS OF CONVERTED OR REDEEMED STOCK. In the event any
shares of Series G Preferred Stock shall be converted pursuant to Section 5
hereof or redeemed pursuant to Section 7 hereof, the shares so converted or
redeemed shall be canceled, shall return to the status of authorized but
unissued Preferred Stock of no designated series, and shall not thereafter be
issuable by the Company as Series G Preferred Stock.
SECTION 9. OTHER PREFERRED STOCK. Nothing contained herein shall be
construed to prevent the Board of Directors from authorizing the creation of, or
to prevent the Company from issuing shares of, one or more series of Preferred
Stock senior to, junior to or on parity with the Series G Preferred Stock as to
dividend, liquidation rights or otherwise.
SECTION 10. LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of
evidence of the loss, theft, destruction or mutilation of any certificates
representing shares of Series G Preferred Stock, and (in the case of loss, theft
or destruction) of indemnity or security reasonably satisfactory to the Company,
and upon surrender and cancellation of the certificate(s), if mutilated, the
Company shall execute and deliver to the record Holder thereof new
certificate(s) of like tenor and date. However, the Company shall not be
obligated to re-issue such lost or stolen certificates if the Holder
contemporaneously requests the Company to convert such shares of Series G
Preferred Stock into shares of Common Stock.
4. This Certificate of Designation may be executed on separate
counterparts and shall be effective as of the date signed.
Signed on December 31, 1997
//s
----------------------------------------
Richard C. E. Morgan
Chairman and C.E.O.
Attest:
- ----------------------------------
Harry S. Budow
Secretary
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<PAGE> 1
Exhibit 25
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS, NOR THE SECURITIES LAWS OF ANY
OTHER JURISDICTION. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THOSE SECURITIES LAWS OR PURSUANT TO AN
EXEMPTION THEREFROM.
AMPHION VENTURES L.P.
SENIOR PROMISSORY NOTE
$1,158,683.88 December 29, 1997
AMPHION VENTURES L.P., a Delaware limited partnership ("Amphion"), for
value received, hereby promises to pay to LASERTECHNICS, INC., a Delaware
corporation (the "Holder"), on demand, the aggregate principal amount of ONE
MILLION, ONE HUNDRED FIFTY-EIGHT THOUSAND, SIX HUNDRED EIGHTY-THREE and 88/100
DOLLARS ($1,158,683.88), together with interest thereon from the date of this
Note, at the rate of six percent (6%) per annum, calculated on the basis of the
actual number of days elapsed over a 364- (or 365-) day year. Each payment
received by the Holder hereunder shall be applied first to accrued interest on
and then to the unpaid principal amount of this Note, and shall be recorded on
the Grid below. This Note is the Senior Promissory Note issued by Amphion to the
Holder pursuant to the Series G Preferred Stock Purchase Agreement dated as of
December 29, 1997 (the "Purchase Agreement"), among Amphion, Antiope Partners
L.L.C. and the Holder.
Payment of principal and interest shall be made in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts. All such payments
shall be made by wire transfer of Federal funds in accordance with the written
instructions of the Holder or, in the absence of such instructions, by check
mailed to the Holder at the address last given to Amphion by the Holder in
writing for such purpose. This Note may be paid in whole or in part at any time
at the option of Amphion, without premium or penalty, upon written notice to the
Holder.
Amphion hereby waives presentment for payment, demand for payment,
notice of nonpayment, protest and notice of protest. This Note shall be binding
upon Amphion and its successors and assigns, but shall not be transferable by
the Holder without the prior written consent of Amphion. This Note shall be
governed by and construed in accordance with the laws of the State of New York,
without reference to its rules as to conflicts of law.
Page 1 of 2
<PAGE> 2
IN WITNESS WHEREOF, Amphion has caused this Note to be duly executed
and delivered by the undersigned representative of Amphion, thereunto duly
authorized.
AMPHION VENTURES L.P.
By Amphion Partners L.L.C., its general
partner
By: //s
-------------------------------------
Name: Richard C.E. Morgan
Title: Managing Member
GRID
<TABLE>
<CAPTION>
PAYMENTS BALANCE DUE
- ----------------------------------------------------- --------------------------------
Balance Due
Date Made Principal Interest on Principal Recorded By
- --------- --------- -------- ------------ -----------
<S> <C> <C> <C> <C>
$1,158,683.88
</TABLE>
Page 2 of 2
