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: September 11, 1997
(Date of earliest event reported)
AMNEX, INC.
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(Exact name of Registrant as specified in charter)
New York 0-17158 11-2790221
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(State or other jurisdiction (Commission File No.) (IRS Employer Identification
of incorporation) Number)
6 Nevada Drive, Lake Success, New York 11042
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 326-2540
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Item 5. Other Events.
On September 11, 1997, AMNEX, Inc. (the "Company") issued a press release
(the "September 11 Press Release") announcing that it had signed a Purchase
Agreement for an offering of 8-1/2% Convertible Subordinated Notes Due 2002 (the
"Notes") in the principal amount of $15,000,000, with an over-allotment option
of $8,000,000. On September 30, 1997, the Company announced that it had issued
Notes in the aggregate principal amount of $15,000,000 pursuant to the Purchase
Agreement. The sale was made to certain institutional investors in the United
States and certain investors outside the United States. The Notes will be
convertible into common shares, par value $.001 per share, of the Company
("Common Shares"), commencing 90 days following issuance, at a conversion price
of $2.7844 per share. The securities offered were not registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements. The Company has agreed to grant certain registration rights with
respect to the resale of the Notes and the underlying Common Shares. Application
has been made to list the Notes on the Luxembourg Stock Exchange. A substantial
portion of the net proceeds of the offering was used to repurchase certain
outstanding convertible promissory notes and preferred shares, par value $.001
per share, of the Company and to prepay certain other outstanding promissory
notes of the Company, in each case held by clients of Friedli Corporate Finance
AG (the "Friedli Client Repurchases").
Concurrently with the Friedli Client Repurchases, pursuant to a Note
Purchase Agreement, dated as of June 10, 1997, Francesco Galesi, a director of
the Company, acquired from certain clients of Friedli Corporate Finance AG
certain convertible promissory notes of the Company in the aggregate principal
amount of $404,000 for an aggregate purchase price of $3,863,000, and, pursuant
to the terms of the acquired notes, converted the principal amounts thereof,
together with accrued interest thereon of approximately $140,000, into
approximately 2,700,000 Common Shares. The Common Shares acquired by Mr. Galesi
are subject to a one year lock-up agreement with the initial purchaser of the
Notes.
In the September 11 Press Release, the Company also announced that it had
obtained a $5,000,000 revolving line of credit from The CIT Group/Credit
Finance, Inc. (the "Line of Credit"). The Line of Credit provides for borrowings
based on a percentage of eligible receivables (between 50% and 85%) and interest
at a rate equal to the prime rate plus 1% per annum. Repayment of the Line of
Credit is secured by certain trade receivables and other assets. The Company has
drawn down approximately $3,000,000 against the Line of Credit, of which
$2,000,000 was used to repay a loan made to the Company in June 1997 by an
irrevocable trust established by Mr. Galesi, in accordance with the terms of the
loan. Any future drawdowns against the Line of Credit are dependent upon an
increase in eligible receivables.
On September 18, 1997, the Company borrowed $500,000 for working capital
purposes from Rotterdam Ventures, Inc. ("Rotterdam"), a company wholly owned by
Mr. Galesi. The note evidencing the loan (the "$500,000 Note") provides for
interest at the rate of 10% per annum and the payment of the principal amount
thereof on September 18, 1998. Payment of the $500,000 Note is secured by a
security interest in certain payphones owned by one of the Company's
subsidiaries.
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On September 30, 1997, the Company borrowed an additional $800,000 from
Rotterdam for use in satisfying a portion of certain claims against the Company
by National Telecom USA, Inc. The note evidencing the loan is unsecured and
provides for interest at the rate of 6% per annum and the payment of the
principal amount thereof on September 30, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press Release, dated September 11, 1997
99.2 Press Release, dated September 30, 1997
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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.
AMNEX, INC.
Dated: October 2, 1997 By:/s/ Alan J. Rossi
Alan J. Rossi
Chairman of the Board
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Exhibit 99.1
LAKE SUCCESS, NEW YORK, September 11, 1997 - AMNEX, Inc. (NASDAQ: AMXI) today
announced that it has signed a Purchase Agreement for a Convertible Subordinated
Note Offering in the principal amount of $15.0 million, with an over-allotment
option of $8.0 million. The Notes, which will bear interest at a rate of 8 1/2%
per annum, will mature in September 2002 and are convertible into shares of
Common Stock of the Company, par value $0.001 per share at a conversion price of
$2.7844 per share. The offering is being made to certain institutional investors
in the United States and certain investors outside the United States. The
Company has agreed to grant the holders of the Notes registration rights for the
Notes and the underlying Common Stock. Application has been made to list the
Notes on the Luxembourg Stock Exchange. The securities offered will not be
registered under the Securities Act of 1933 and neither the Notes nor the
underlying Common Shares may be offered or sold in the United States absent
registration under the Securities Act or an exemption from the registration
requirements thereof.
The use of the proceeds of the offering includes the repurchase of certain
outstanding convertible promissory notes and preferred shares of the Company and
the prepayment of certain other outstanding promissory notes of the Company held
by clients of Friedli Corporate Finance AG.
In addition, the Company also announced the closing on September 10, 1997 of a
$5.0 million revolving line of credit from The CIT Group/Credit Finance, Inc.
secured by certain of the Company's trade receivables and other assets. At the
closing of the financing, approximately $3.0 million was drawn down against the
line of credit.
AMNEX, Inc. is an integrated payphone and operator services telecommunications
company serving both U.S. and international markets.
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Exhibit 99.2
LAKE SUCCESS, NEW YORK, September 30, 1997 - AMNEX, Inc. (NASDAQ: AMXI) today
announced the closing of a convertible subordinated note offering in the
principal amount of $15.0 million. The notes bear interest at a rate of 8 1/2%
per annum, will mature in September 2002 and are convertible into shares of
Common Stock of the Company. The offering was made to certain institutional
investors in the United States and certain investors outside the United States.
The securities offered were not registered under the Securities Act of 1933 and
may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. The Company has granted
the holders of the Notes registration rights for the Notes and the underlying
Common Stock. Application has been made to list the Notes on the Luxembourg
Stock Exchange.
A substantial portion of the net proceeds of the offering was used to repurchase
certain outstanding convertible promissory notes and preferred shares of the
Company and to prepay certain other outstanding promissory notes of the Company,
in each case held by clients of Friedli Corporate Finance AG.
Concurrently, Francesco Galesi, a Director of the Company, acquired certain
convertible promissory notes of the Company held by Friedli Corporate Finance AG
clients and converted them into approximately 2,700,000 shares of Common Stock
of the Company. The Common Stock acquired by Mr. Galesi is subject to a one year
lock-up agreement with the initial purchaser of the $15.0 million principal
amount convertible subordinated notes.
Alan J. Rossi, Chairman of the Board stated, "These transactions will allow the
Company to simplify its capital structure, improve its liquidity and strengthen
its balance sheet."
AMNEX, Inc. is an integrated payphone and operator services telecommunications
company serving both U.S. and international markets.
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