UNITED STATES
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 (Date of earliest event reported): 17 August 1995
ALPNET, INC.
(Exact name of registrant as specified in its charter)
UTAH 0-15512 87-0356708
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
4444 South 700 East, Suite #204
Salt Lake City, Utah 84107-3075
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 265-3300
Former name or former address, if changed since last report: Not applicable.
Item 5. Other Events --- Equity - Related Transactions
Several equity-related transactions have been approved by the Board of Directors
and consummated in August and September 1995, as described in the following
paragraphs.
1) The Company converted approximately $250,000 of long-term debt into 87,339
shares of a new series of convertible preferred stock. The former debt was
owed to a shareholder and director of the Company with repayment terms
beginning September 1996 through December 1998. Each share of the
preferred stock issued in this transaction is convertible at the option of
the shareholder into nine shares of the Company's restricted common stock,
has voting rights as if the shares were already converted, and features a
10% non-cumulative dividend subject to the discretion of the Board of
Directors. These terms are essentially the same as the terms of the
existing series of preferred stock. This conversion of debt to equity will
eliminate approximately $22,000 of annual interest expense.
2) The Company sold 581,818 shares of restricted common stock for $200,000 to
a new vice president of the Company. The price per share was based upon
the average of the closing bid and ask prices of the Company's common stock
on the day the Board of Directors approved the transaction.
3) The Board of Directors approved the grant of stock options to several
members of management, including a new vice president of the Company. In
total, options to purchase 3,450,000 shares of restricted common stock were
granted, with the following terms and conditions:
500,000 optioned shares vest immediately and are exercisable at
a price of $.34375 per share. 983,333 optioned shares vest on
September 1, 1996 and are exercisable at $.50 per share;
983,333 optioned shares vest on September 1, 1997 and are
exercisable at $.75 per share; 983,334 optioned shares vest on
September 1, 1998 and are exercisable at $1.10 per share.
All unexercised options expire on September 1, 2000 or when the
employee terminates employment with the Company, if sooner.
All existing options (for the purchase of approximately 450,000
shares of unrestricted common stock) previously granted to
members of management participating in the new grants, must be
voluntarily forfeited. After these forfeitures, the total
number of granted but unexercised options under the Company's
existing stock option plans will be limited to 500,000, a
reduction of approximately 550,000 shares from what could be
issued under the terms of the existing plans.
4) The Board also approved certain limited modifications to the current
Financial Monitoring Agreement between the Company and a major shareholder.
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.
ALPNET, Inc.
(Registrant)
Date: 29 September, 1995 \s\ Thomas F. Seal
Thomas F. Seal
President and Chief Executive Officer
Date: 29 September, 1995 \s\ D. Kerry Stubbs
D. Kerry Stubbs
Chief Financial Officer
