SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange of 1934
Date of Report September 9, 1997
DCX, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 0-14273 84-0868815
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(State of (Commission (IRS Employer
incorporation) File Number) Identification No.)
3002 North State Highway 83, Franktown, CO 80116-0569
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 688-6070
Not Applicable
(Former name or former address, if changed since last report)
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
On September 9, 1997, the Company sold a total of 800 shares of Series A 6%
Cumulative Convertible Redeemable Preferred Stock par value $.001 ("Series A
Preferred"), pursuant to Regulation S. The total sale was $800,000 in an
offering amounting to $1,100,000. LH Financial Services, New York, NY acted as
the Company's placement agent for the transaction. The sale was made in a
private offshore transaction to two non US entities who represented to the
Company that they were sophisticated investors. Subsequently, on September 18,
the company sold 200 additional shares in the same offering to a third offshore
entity for $200,000 who also represented to the Company that it was a
sophisticated investor.
Terms of the Series A Preferred provide for cumulative dividends at a 6% annual
interest rate payable in cash or, at the option of the Company, in additional
shares of Series A Preferred at the rate of one share of Series A Preferred for
each $1,000 of such dividend not paid in cash. The dividends are cumulative
whether or not earned. The Series A Preferred has a stated value of $1,000 per
share. The Series A Preferred do not have voting rights.
Shares of Series A Preferred Stock have the following conversion rights:
(a) Each holder of shares of Series A Preferred Stock shall have the right at
any time and from time to time after the earlier of 120 days from the date on
which a share of Series A Preferred Stock was issued or after December 1, 1997,
provided that the aggregate value submitted is at least $10,000 (unless at the
time of such conversion the aggregate Stated Value registered to the Holder is
less than $10,000), to convert some or all such share(s) into fully paid and
non-assessable shares of Common Stock of the Corporation determined in
accordance with the Conversion Rate provided in Paragraph (b) below (the
"Conversion Rate").
(b) The number of shares of Common Stock issuable upon conversion of each share
of Series A Preferred Stock shall equal (1) the sum of (A) the Stated Value per
share and (B) accrued and unpaid dividends on such share(s), divided by (2) the
Conversion Price. The Conversion Price shall be equal to the less of: (1) the
average of the closing bid price of the Corporation's Common Stock for five (5)
trading days immediately preceding the date of issuance of the Series A
Preferred Stock; or (2) seventy five percent (75%) of the average of the Closing
Bid Price for the five trading days immediately preceding the conversion of the
Series A Preferred Stock. The closing bid price shall mean the closing bid price
of the Corporation's Common Stock as reported NASDAQ (or if not reported by
NASDAQ as reported by such other exchange or market where traded).
The Series A Preferred is subject to mandatory conversion one year after the
date of issue. The Company may not issue any additional preferred stock which
would be senior to the Series A Preferred Stock so long as any Series A
Preferred is outstanding.
The Company paid a commission of ten percent of the total offering price to the
placement agent and five per cent to its consultants, Transition Partners, Ltd.
The holders of the 800 shares of Series A Preferred each have a demand and piggy
back registration.
The private sale of the Series A Preferred was exempt from registration under
Regulation S. The sale was made in an offshore transaction to non US persons,
and the purchasers made representations to the Company regarding their status
and actions necessary to comply with Regulation S.
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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.
DCX, Inc.
(Registrant)
September 24, 1997 /S/ FRED BEISSER
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(Signature)
Frederick G. Beisser
Secretary, Treasurer &
Vice President - Finance & Administration
