SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Under to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 23, 1996
Commission File Number: 1-10013
Larson Davis Incorporated
(Exact Name of Registrant as Specified in its Charter)
Nevada 87-0429944
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1681 West 820 North, Provo, Utah 84601
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(801) 375-0177
(Former name, former address, and formal fiscal year, if changed
since last report)
Page 1 of 7 consecutively numbered pages, including exhibits.
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ITEM 5. OTHER EVENTS
Warrant Amendment
Larson Davis Incorporated (the "Company") has negotiated an
amendment to its Agreement dated March 6, 1996 (the "Warrant
Agreement"), with the holders of its outstanding warrants (the
"Warrant Holders"). Previously, the Warrant Holders were
obligated to exercise warrants with an aggregate exercise price
of $2,000,000 on or before May 6, 1995, and warrants with an
aggregate exercise price of $1,250,000 on or before June 20, 1996,
in order for (i) the exercise price of such warrants to be reduced
from $4.50 per share to $3.25 per share and (ii) the Warrant
Holders to receive additional warrants to acquire an aggregate
of 1,000,000 shares at $3.25 per share in place of the issuance
of warrants to acquire a similar number of shares with an exercise
price of $5.75 per share. The Company has now agreed to the
reduction in the exercise price of the currently outstanding
options to $3.25 per share and to the issuance of additional
warrants at $3.25 per share as set forth above if it receives
proceeds from the exercise of outstanding warrants of at least
$1,562,500 by May 6, 1996, an additional $750,000 by June 6, 1996,
an additional $625,000 by July 6, 1996, and an additional $312,500
by July 20, 1996, for aggregate gross proceeds of $3,250,000.
Under the terms of the amended Warrant Agreement, the Company will
deliver certificates to the Warrant Holders exercising their
warrants representing that number of shares calculated by dividing
the gross proceeds received from the warrant exercise divided by
$4.50 until such time as the Company has received all of the
$3,250,000 in a timely fashion and will then deliver certificates
to the Warrant Holders for the additional shares to which they
would have been entitled if the exercise price would have been
$3.25 per share from the beginning. On timely receipt of the
$3,250,000, the Company will have an additional 1,000,000 shares
of its common stock, par value $0.001 per share (the "Common
Stock"), issued and outstanding. Such shares will be issued
pursuant to a exemption from the registration requirements of
federal and state securities laws and, consequently, the
certificates representing the shares will bear a restrictive
legend. However, the Company currently has an effective
registration statement covering the resale of the Common Stock
received on the exercise of the warrants by the Warrant Holders,
and such shares may be sold into the trading market for the
Common Stock of the Company pursuant to the Prospectus included
in such registration statement.
<PAGE>
Key Employees
In March 1996, the Company appointed William E. Hosker to its
board of directors. Mr. Hosker has extensive experience in the
chemical industry, both as a chemist and a corporate executive.
Mr. Hosker has recently assumed the additional responsibility of
serving as the Business Development Coordinator for the Company.
In this role, Mr. Hosker will be responsible for identifying and
developing potential strategic alliances and marketing contacts
in the chemical analysis market that the Company has targeted for
its emerging product line. Mr. Hosker is the principal of STAT
Associates, Inc., a consulting firm that provides services to the
Company, and it is anticipated that during the period such
consulting agreement is in effect, Mr. Hosker will not receive
additional compensation from the Company in connection with his
services as Business Development Coordinator. Thereafter, it is
anticipated that the Company and Mr. Hosker may negotiate a
compensation package for any services he agrees to provide to the
Company in the future.
The Company has also recently hired Alan Rockwood, Ph.D. and
Ray West, Ph.D. to serve as Director of Research for Mass
Spectrometry and Director of Marketing for the Sensar Division,
respectively. In connection with his appointment, Dr. West
received an option to acquire 25,000 shares of Common Stock at
$5.25 per share, which will vest at 20% per year for each of
the first five years he remains employed by the Company.
Dr. Rockwood received his Ph.D. in chemistry. Dr. Rockwood has
over six years of experience as a Senior Research Scientist
employed by Batelle at Pacific Northwest National Laboratory.
Dr. Rockwood holds several patents and served on the design team
for the world's highest performing ion cyclotronic resonance mass
spectrometer. Prior to his employment with Batelle, Dr. Rockwood
worked with JOEL, a leading seller of electron microscopes. Dr.
Rockwood's post-doctorate work included teaming with Dr. Jean
Futrell, Chemistry Department Chair at the University of Delaware
and former president of the American Society of Mass Spectrometry.
Ray West holds a Ph.D. in chemistry. Dr. West has over ten years
of experience with Shell Chemical of Houston, Texas. While at
Shell, Dr. West was responsible for product development in the
Heat Cure Coatings Group with earlier experience in the Analytical
Services Group performing chromatography and mass spectrometry
functions. His responsibilities at Shell Chemical included client
support and other strategic marketing related functions.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Page
1 10 Form of Amendment to Warrant Agreement 5
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SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the
Securities Exchange of 1934, as amended, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: April 25, 1996 LARSON DAVIS INCORPORATED
By /s/ Dan J. Johnson
Dan J. Johnson, Vice-President
Secretary/Treasurer
(Principal Financial and
Accounting Officer)
AMENDMENT TO AGREEMENT
THIS AMENDMENT TO AGREEMENT (this "Amendment") is entered into as
of April 23, 1996, by and among Larson Davis Incorporated, a Nevada
corporation (the "Company"), and Laura Huberfeld, Naomi Bodner,
Jeffrey Rubin, Lenore Katz, Robert Cohen, Jeffrey Cohen, Allyson
Cohen, and Shawn Zimberg (collectively, the "Holders"), based on
the following premises.
Premises
A. The parties to this Amendment are parties to the Agreement
dated March 6, 1996 (the "Warrant Agreement"). The parties wish
to amend the Warrant Agreement in order to modify certain
provisions thereof to reflect changes and modifications that have
been agreed to since the execution of the Warrant Agreement.
B. The parties desire to ratify and reaffirm all of the terms
and conditions of the Warrant Agreement, except those provisions
specifically modified by the provisions of this Amendment.
Agreement
NOW, THEREFORE, based on the foregoing premises, which are
incorporated herein by this reference, and for and in
consideration of the mutual covenants and agreements herein set
forth and the mutual benefit to the parties to be derived
therefrom, it is hereby agreed as follows:
1. Amendment of Section 1.2. Section 1.2 of the Warrant
Agreement is modified by eliminating the second sentence of
such section and replacing it in its entirety as follows:
As a condition precedent to the repricing and issuance of $3.25
Warrants as set forth in section 1.1, the Company shall receive
gross proceeds from the exercise of the Warrants of at least the
following amounts: (i) $1,562,500 on or before May 6, 1996;
(ii) an additional $750,000 on or before June 6, 1996; (iii) an
additional $625,000 on or before July 6, 1996; and (iv) an
additional $312,500 on or before July 20, 1996, all for aggregate
gross proceeds of $3,250,000.
<PAGE>
2. Amendment of Section 1.6. Section 1.6 of the Warrant
Agreement is modified to read in its entirety as follows:
1.6 Delivery of Common Stock. The Company will promptly
instruct its transfer agent to issue the shares of Common Stock
acquired by a Holder on exercise of the Warrants calculated based
on an assumed warrant exercise price of $3.25 per share. The
Company shall instruct its transfer agent to issue such shares
in two certificates for each Warrant exercise and shall deliver
to the Holder exercising all or a portion of his or her Warrants,
a certificate representing the number of shares that would be
issued assuming a $4.50 exercise price and shall hold the
remaining certificate until the timely exercise conditions of
the Holders set forth in section 1.2 have been satisfied. On
such satisfaction, the Company shall deliver the remaining
certificates to the Holders. Notwithstanding the preceding
provisions of this section 1.6, if the timely exercise conditions
of the Holders set forth in section 1.2 are not satisfied and the
time for satisfying such conditions has expired, or the Holders
have waived their right to satisfy such conditions, the
certificates held by the Company representing the additional
shares to be delivered to the Holders if the exercise price had
been reduced to $3.25 per share, shall be returned to the transfer
agent of the Company for cancellation.
3. Ratification of the Warrant Agreement. Except as
specifically provided in paragraphs 1 and 2 of this Amendment,
the parties hereby specifically ratify, confirm, and adopt as
binding and enforceable, all of the terms and conditions of the
Warrant Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed as of the date first above written.
The Company:
Larson Davis Incorporated
By
Brian G. Larson, President
(signatures continued on following page)
<PAGE>
Holders:
Laura Huberfeld
Address: 152 West 57th Street
New York, New York 10019
Naomi Bodner
Address: 152 West 57th Street
New York, New York 10019
Jeffrey Rubin
Address: 1500 Hempstead Turnpike
East Meadows, New York 11554
Lenore Katz
Address: 1500 Hempstead Turnpike
East Meadows, New York 11554
Robert Cohen
Address: 1500 Hempstead Turnpike
East Meadows, New York 11554
Jeffrey Cohen
Address: 1500 Hempstead Turnpike
East Meadows, New York 11554
Allyson Cohen
Address: 1500 Hempstead Turnpike
East Meadows, New York 11554
Shawn Zimberg
Address: 1500 Hempstead Turnpike
East Meadows, New York 11554
