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): October 2, 1996
CURTIS MATHES HOLDING CORPORATION
(Exact name of Registrant as specified in its charter)
Texas 2-93668-FW 75-1975147
(State or other jurisdiction of Commission File (IRS Employer
incorporation) Number Identification No.)
10911 Petal Street, 75238
Dallas, Texas (Zip Code)
(Address of principal executive offices)
(214) 503-8880
(Registrant's telephone number, including area code)
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
In October of 1996, as previously reported, Registrant placed
$1,625,000 of its Series J Preferred Stock pursuant to the exemption
from registration provided by SEC Rule 903. In conjunction with this
placement, Registrant also issued to the Series J Preferred Stock
holders, pursuant to the exemption from registration provided by SEC
rule 903, warrants exercisable into a total of 1,165,101 of
Registrant's Common Stock at an exercise price of $1.75 per share.
None of these warrants have been exercised to date and the warrants
have various expiration dates ranging from October 2 through October
28, 1997.
In September of 1996, as previously reported, in consideration
of a $10 million line of credit extended to Registrant, Registrant
issued warrants (the "Warrants") pursuant to the exemption from
registration provided by SEC Rule 903, which were exercisable into
3,200,000 shares of Registrant's Common Stock. The Warrants were
issued to accredited investors in an offshore transaction as defined
in Rule 903. The Warrant holders of Warrants exercisable into
2,000,000 shares of Registrant's Common Stock have previously
exercised their Warrants, as previously reported. On April 14, 1997
the other remaining Warrant holder consummated the exercise of its
Warrants for 1,200,000 shares of Registrant's Common Stock at $1.15
per share, resulting in payment of gross aggregate proceeds of
$1,380,000 to Registrant. Registrant paid aggregate finder's fees of
$69,000 in connection with the transaction.
There are currently 35,091,532 shares of Registrant's Common
Stock outstanding.
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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.
Curtis Mathes Holding Corporation
(Registrant)
By: /s/ F. Shelton Richardson, Jr.
F. Shelton Richardson, Jr.
Vice President - Chief Financial Officer
(Principal Financial and Duly Authorized
Officer)
Date: April 23, 1997
CURTIS MATHES HOLDING CORPORATION
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibits Page
4.1 Articles of Incorporation of the Company, as amended (filed
as Exhibit "4.1" to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1996 and
incorporated herein by reference.) N/A
4.2 Bylaws of the Company, as amended (filed as Exhibit "3(ii)"
to the Company's annual report on Form 10-K for the fiscal
year ended June 30, 1994 and incorporated herein by
reference.) N/A
4.3 Form of Common Stock Certificate of the Company (filed as
Exhibit "4.2" to the Company's annual report on Form 10-K
for the fiscal year ended June 30, 1994 and incorporated
herein by reference.) N/A
4.4 Series J Preferred Stock terms and conditions (filed as
Exhibit "4.2" to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1996 and
incorporated herein by reference.) N/A
4.5* Form of warrant issued in connection with Series J Preferred
Stock. 5
4.6 Form of warrant issued in connection with a Revolving
Credit Agreement pertaining to a $10 million line of
credit (filed as Exhibit "4.6" to the Company's Current
Report on Form 8-K dated March 14, 1997 and incorporated
herein by reference.) N/A
4.7 Form of subscription agreement for warrants executed in
connection with a Revolving Credit Agreement pertaining
to a $10 million line of credit (filed as Exhibit "4.7" to
the Company's Current Report on Form 8-K dated March 14,
1997 and incorporated herein by reference.) N/A
_______________
* Filed herewith.
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EXHIBIT 4.5
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS.
NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,
ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF REGISTRATION UNDER SAID ACT AND UNDER APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS OR EXEMPTIONS FROM SUCH
REGISTRATION.
_______________, 1996 Warrant No. ___________
CURTIS MATHES HOLDING CORPORATION
STOCK PURCHASE WARRANT
Registered Owner: ____________________
For value received, CURTIS MATHES HOLDING CORPORATION, a Texas
corporation, (the ''Corporation'') grants the following rights to the
Registered Owner, or assigns, of this Warrant:
(a) RESTRICTED STOCK; REGISTRATION. The shares of Common Stock
of the Corporation purchased upon exercise of this Warrant
(''Restricted Stock'') or purchasable upon exercise of this Warrant
(''Underlying Stock'') shall not be transferable except upon the
conditions stated below, which are intended to insure compliance with
federal and state securities laws. If, at the time of exercise of this
Warrant by the Registered Owner, or assigns, the representations and
warranties made by the Registered Owner in the Subscription Agreement
of even date herewith are then current, or representations made by the
then current owner of this Warrant at the time of exercise reflect
compliance with Regulation S, the Company will undertake to cause the
Underlying Stock to be issued to the Registered Owner, or assigns,
pursuant to Regulation S. The certificates representing these shares
of stock, unless the same are registered prior to exercise of this
Warrant, or unless the same are exempt from registration under
Regulation S, shall be stamped or otherwise imprinted with a legend in
substantially the following form:
''The securities represented by this Certificate have not
been registered under the Securities Act of 1933, as amended,
or the securities laws of any state. The securities have
been acquired for investment and may not be sold, offered for
sale or transferred in the absence of an effective
registration under the Securities Act of 1933, as amended,
and any applicable state securities laws or an opinion of
counsel satisfactory in form and substance to counsel for the
Corporation that the transaction shall not result in a
violation of state or federal securities laws.''
(b) ISSUE. Upon tender to the Corporation (as defined in
paragraph (f) hereof), the Corporation shall issue to the registered
Owner, or assigns, hereof up to the number of shares specified in
paragraph (c) hereof of fully paid and nonassessable shares of Common
Stock of the Corporation that the registered Owner, or assigns, is
otherwise entitled to purchase.
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(c) NUMBER OF SHARES. The total number of shares of Common
Stock of the Corporation that the registered Owner, or assigns, of this
Warrant is entitled to receive upon exercise of this Warrant is
________________ shares, in whole or in part. The Corporation shall at
all times reserve and hold available sufficient shares of Common Stock
to satisfy all conversion and purchase rights represented by
outstanding convertible securities, options and warrants, including
this Warrant. The Corporation covenants and agrees that all shares of
Common Stock that may be issued upon the exercise of this Warrant
shall, upon issuance, be duly and validly issued, fully paid and
nonassessable, and free from all taxes, liens and charges with respect
to the purchase and the issuance of the shares.
(d) EXERCISE PRICE. The exercise price of this Warrant, the
price at which the shares of stock purchasable upon exercise of this
Warrant may be purchased, is One and 75/100 Dollars ($1.75) per share.
(e) EXERCISE PERIOD. This Warrant may only be exercised
beginning on October __, 1996 and up to and including October __, 1997
(''Exercise Period''). If not exercised during this period, this
Warrant and all rights granted under this Warrant shall expire and
lapse.
(f) TENDER. The exercise of this Warrant must be accomplished
by actual delivery of the Exercise Price in cash, by wire transfer, by
execution and delivery of a Subscription Agreement in the form attached
hereto, and by actual delivery of a duly executed exercise form, a copy
of which is attached to this Warrant as Exhibit ''1'', properly
executed by the registered Owner, or assigns, of this Warrant, and by
surrender of this Warrant. The payment and exercise form must be
delivered, personally or by mail, to the registered office of the
Corporation. Documents sent by mail shall be deemed to be delivered
when they are received by the Corporation.
IN WITNESS WHEREOF, the Corporation has signed this Warrant by its
duly authorized officers effective as of October __, 1996.
CURTIS MATHES HOLDING CORPORATION
Corporate Seal By: ______________________________
Patrick A. Custer, President
EXHIBIT "1"
Warrant Exercise Form
TO: CURTIS MATHES HOLDING CORPORATION
The undersigned hereby: (1) irrevocably subscribes for and offers
to purchase _________ shares of Common Stock of CURTIS MATHES HOLDING
CORPORATION, pursuant to Warrant No. ____________ heretofore issued to
______________ on October ____, 1996; (2) encloses payment of
$_____________ US for these shares at a price of One and 75/100 Dollars
($1.75) per share; and (3) requests that a certificate for the shares
be issued in the name of the undersigned and delivered to the
undersigned at the address specified below.
Date: ____________________
INVESTOR NAME: ___________________
By: ______________________________
Printed Name and Title: ___________
Address: ____________________
Signature guaranteed by:
