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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 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) MARCH 31, 1998
AXCESS INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-11933 85-0294536
(State or other jurisdiction of (Commission File Number) (I.R.S. employer
incorporation or organization) identification no.)
3208 COMMANDER DRIVE, CARROLLTON, TEXAS 75006
(Address of principal executive offices) (Zip Code)
(972) 407-6080
(Registrant's Telephone Number, Including Area Code)
LASERTECHNICS, INC.
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
As contemplated in the Proxy Statement of AXCESS Inc. (formerly
Lasertechnics, Inc.) (the "Company") which was mailed to stockholders
beginning March 12, 1998, the Certificate of Incorporation of the Company was
amended on March 31, 1998 and April 9, 1998 (the "Amendments"), to affect the
following:
1. A 1-for-20 reverse stock split of the issued and outstanding
shares of common stock, non-voting common stock and Series A, B and C
preferred stock of the Company issued and outstanding as of January
30, 1998 (the "Record Date");
2. To provide for a cash payment of $4.50 per share (the "Fractional
Share Price") to each holder of issued and outstanding shares of
common stock as of the Record Date, in lieu of the issuance of
fractional shares which result from the reverse stock split;
3. To change the Company's name from Lasertechnics, Inc. to AXCESS
Inc.; and
4. To reduce the number of authorized shares of the Company's common
stock from 56,750,000 shares to 6,250,000 shares.
The Amendments were approved by the Board of Directors on January 30,
1998, and by the stockholders of the Company at a special meeting on March 31,
1998, which, with respect to item 4 above, was adjoined to and completed on
April 8, 1998. Attached to this report as exhibits are copies of the Amendments
which were filed with the Secretary of State of Delaware on March 31, 1998 and
April 9, 1998. Further, in connection with the Company's name change to AXCESS
Inc., the Company also changed its trading symbol on Nasdaq from "LASX" to
"AXSI."
Attached as an exhibit to this report on Form 8-K is a copy of an
unaudited balance sheet of the Company dated as of February 28, 1998, which is
being filed as a part of this report pursuant to the request of the
SmallCap-tier of The Nasdaq SmallCap Market.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Listed below is the exhibit filed as a part of this report.
99.1 -- Sixth Amendment to Certificate of Incorporation of AXCESS Inc.
dated March 31, 1998.*
99.2 -- Seventh Amendment to Certificate of Incorporation of AXCESS Inc.
dated March 31, 1998.*
99.3 -- Eighth Amendment to Certificate of Incorporation of AXCESS Inc.
dated April 9, 1998.*
99.4 -- Unaudited Balance Sheet of AXCESS Inc. as of February 28, 1998.*
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, AXCESS
Inc. has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 13, 1998 AXCESS INC.
By: /s/ Danny G. Hair
---------------------------------------
Danny G. Hair, Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
99.1 -- Sixth Amendment to Certificate of Incorporation of AXCESS Inc.
dated March 31, 1998.*
99.2 -- Seventh Amendment to Certificate of Incorporation of AXCESS Inc.
dated March 31, 1998.*
99.3 -- Eighth Amendment to Certificate of Incorporation of AXCESS Inc.
dated April 9, 1998.*
99.4 -- Unaudited Balance Sheet of AXCESS Inc. as of February 28, 1998.*
</TABLE>
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* Filed herewith.
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EXHIBIT 99.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
LASERTECHNICS, INC.
Lasertechnics, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL") does hereby certify:
FIRST: That the Board of Directors of the Corporation duly adopted
resolutions setting forth the following amendment to the Certificate of
Incorporation of the Corporation (the "Amendment"), declaring the Amendment to
be advisable and calling for the submission of the proposed Amendment to the
stockholders of the Corporation for consideration thereof. The resolution
setting forth the proposed Amendment is as follows:
RESOLVED, that Article FOURTH of the Certificate of Incorporation is
hereby amended by adding thereto the following new paragraph (d) to the end
thereof:
"(d) Reverse Split.
(A) Share Value Change. Effective immediately upon the filing of this
Amendment to the Certificate of Incorporation in the office of the Secretary of
State of the State of Delaware (and without any further action on the part of
the Corporation or any stockholder), the outstanding shares of Common Stock,
Non-Voting Common Stock, Series A Convertible Preferred stock, Series B
Convertible Preferred Stock, and Series C Convertible Preferred Stock, shall be
and hereby are combined and reclassified as follows: (i) each share of Common
Stock shall be reclassified as and converted into one-twentieth of a share of
Common Stock; (ii) each share of Non-Voting Common Stock shall be reclassified
as and converted into one-twentieth of a share of Non-Voting Common Stock;
(iii) each share of Series A Convertible Preferred stock shall be reclassified
as and converted into one-twentieth of a share of Series A Convertible
Preferred Stock; (iv) each share of Series B Convertible Preferred stock shall
be reclassified as and converted into one-twentieth of a share of Series B
Convertible Preferred stock; and (v) each share of Series C Convertible
Preferred Stock shall be reclassified as and converted into one-twentieth of a
share of Series C Convertible Preferred stock; provided, however, that
fractional shares of Common Stock will not be issued in connection with such
combination and reclassification, and each holder of a fractional share of
Common Stock shall receive in lieu thereof a cash payment from the Corporation
determined by multiplying such fractional share of Common Stock by twenty times
the average closing price per share of Common Stock on the Nasdaq SmallCap
Market for the five trading days immediately preceding the effective date of
this Amendment, such payment to be made upon such other terms and conditions as
the officers of the Corporation, in their judgment, determine to be advisable
and in the best interests of the Corporation.
(B) Certificate Exchange. Upon the effective time of this Amendment
(and subject to the proviso in subparagraph (A) of this paragraph (d), (i) each
stock certificate that theretofore represented any shares of capital stock of
the Corporation combined and reclassified as provided in this Amendment shall
thereafter represent the number of shares of the class or series of capital
stock of the Corporation into which such shares shall have been combined and
reclassified and (ii) each record holder of such a certificate shall be
entitled to
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receive upon surrender thereof, a new certificate or certificates evidencing
and representing the number and type of shares resulting from such combination
and reclassification.
(C) Effect on Stated Value. Effective immediately upon the
combination and reclassification of the outstanding shares of Common Stock,
Non-Voting Common Stock, Series A Convertible Preferred stock, Series B
Convertible Preferred Stock, and Series C Convertible Preferred stock provided
for in subparagraph (A) of this paragraph (d), the stated value of Series A
Convertible Preferred Stock will be adjusted from $1.30 per share to $26.00 per
share, the stated value of Series B Convertible Preferred Stock will be
adjusted from $1.30 per share to $26.00 per share, and the stated value of
Series C Convertible Preferred Stock will be adjusted from $1.51 per share to
$30.20 per share."
SECOND: That thereafter, pursuant to a resolution of the Board of
Directors, a special meeting of the stockholders of the Corporation was duly
called and held, upon notice in accordance with Section 222 of the DGCL, at
which meeting the necessary number of shares as required by statute were voted
in favor of the Amendment.
THIRD: That the Amendment was duly adopted in accordance with the
provisions of section 242 of the DGCL.
FOURTH: That the Amendment shall be effective on the date this
Certificate of Amendment is filed and accepted by the secretary of State of the
State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Danny G. Hair, its Senior Vice President and Chief Financial Officer,
and attested by Harry S. Budow, its Secretary this 31st day of March, 1998.
LASERTECHNICS, INC.
By: /s/ Danny G. Hair
---------------------------------------
Danny G. Hair, Senior Vice President
and Chief Financial Officer
ATTEST:
/s/ Harry S. Budow
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Harry S. Budow, Secretary
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EXHIBIT 99.2
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
LASERTECHNICS, INC.
Lasertechnics, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL") does hereby certify:
FIRST: That the Board of Directors of the Corporation duly adopted
resolutions setting forth the following amendment to the Certificate of
Incorporation of the Corporation (the "Amendment"), declaring the Amendment to
be advisable and calling for the submission of the proposed Amendment to the
stockholders of the Corporation for consideration thereof. The resolution
setting forth the proposed Amendment is as follows:
RESOLVED, that Article FIRST of the Certificate of Incorporation is
hereby amended to read in its entirety as follows:
"FIRST: The name of the corporation is AXCESS Inc."
SECOND: That thereafter, pursuant to a resolution of the Board of
Directors, a special meeting of the stockholders of the Corporation was duly
called and held, upon notice in accordance with Section 222 of the DGCL, at
which meeting the necessary number of shares as required by statute were voted
in favor of the Amendment.
THIRD: That the Amendment was duly adopted in accordance with the
provisions of Section 242 of the DGCL.
FOURTH: That the Amendment shall be effective on the date this
Certificate of Amendment is filed and accepted by the secretary of State of the
State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Danny G. Hair, its Senior Vice President and Chief Financial Officer,
and attested by Harry S. Budow, its Secretary, this 31st day of March, 1998.
LASERTECHNICS, INC.
By: /s/ Danny G. Hair
----------------------------------------
Danny G. Hair, Senior Vice President
and Chief Financial Officer
ATTEST:
/s/ Harry S. Budow
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Harry S. Budow, Secretary
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EXHIBIT 99.3
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
AXCESS INC.
AXCESS Inc. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(the "DGCL") does hereby certify:
FIRST: That the Board of Directors of the Corporation duly adopted
resolutions setting forth the following amendment to the Certificate of
Incorporation of the Corporation (the "Amendment"), declaring the Amendment to
be advisable and calling for the submission of the proposed Amendment to the
stockholders of the Corporation for consideration thereof. The resolution
setting forth the proposed Amendment is as follows:
RESOLVED, that Article FOURTH, paragraph (a) of the Certificate of
Incorporation is hereby amended to read in its entirety as follows:
"FOURTH: (a) The total number of shares of capital stock that the
corporation shall have authority to issue is 15,500,000, consisting of
6,250,000 shares of Common Stock, par value $.01 per share ("Common Stock"),
2,250,000 shares of Non-Voting Common Stock, par value $.01 per share
("Non-Voting Common Stock" and together with the Common Stock, "Common
Shares"), and 7,000,000 shares of preferred stock, par value $.01 per share
("Preferred Stock").
SECOND: That thereafter, pursuant to a resolution of the Board of
Directors, a special meeting of the stockholders of the Corporation was duly
called and held, upon notice in accordance with Section 222 of the DGCL, at
which meeting the necessary number of shares as required by statute were voted
in favor of the Amendment.
THIRD: That the Amendment was duly adopted in accordance with the
provisions of Section 242 of the DGCL.
FOURTH: That the Amendment shall be effective on the date this
Certificate of Amendment is filed and accepted by the secretary of State of the
State of Delaware.
**REMINDER - INTENTIONALLY LEFT BLANK**
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IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Danny G. Hair, its Senior Vice President and Chief Financial Officer,
and attested by Harry S. Budow, its Secretary, this 31st day of March, 1998.
AXCESS Inc.
By /s/ Danny G. Hair
-----------------------------------------
Danny G. Hair, Senior Vice President
and Chief Financial Officer
ATTEST:
/s/ Harry s. Budow
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Harry S. Budow, Secretary
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EXHIBIT 99.4
AXCESS INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unauditied)
February 28, December 31,
1998 1997
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<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 563,433 $ 1,687,178
Accounts receivable, net 1,765,927 1,864,270
Inventory 4,983,126 5,244,116
Other current assets 1,933,402 1,338,902
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Total current assets 9,245,888 10,134,466
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Property, plant and equipment, net 2,933,493 2,974,725
Other noncurrent assets 1,737,915 1,576,221
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$ 13,917,296 $ 14,685,412
================= ==================
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable to stockholder $ 2,946,557 $ 2,931,821
Notes payable 3,200,601 3,942,495
Accounts payable 1,608,962 1,789,321
Accrued liabilities 2,195,309 2,089,793
Current portion of capital lease obligations 782,678 807,935
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Total current liabilities 10,734,107 11,561,365
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Capital lease obligations 105,845 114,845
Notes payable, long-term 535,205 535,205
Other 4,694 4,694
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Total liabilities 11,379,851 12,216,109
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Stockholders' equity:
Convertible preferred stock 14,017,233 11,967,233
Common stock 466,349 466,349
Nonvoting convertible common stock 22,499 22,499
Paid-in capital 55,538,882 55,506,256
Accumulated deficit (67,507,518) (65,493,034)
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Total stockholders' equity 2,537,445 2,469,303
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$ 13,917,296 $ 14,685,412
================= ==================
</TABLE>
