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
31, 1996
FIND/SVP, INC.
(Exact Name of Registrant as Specified in Charter)
New York 0-15152
13-2670985
(State or Other Juris- (Commission File
No.) (IRS Employer
diction of Incorporation)
Identification No.)
625 Avenue of the Americas, New York, New York
10011
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(212) 645-4500
N/A
(Former Name or Former Address, if Changed Since
Last Report)<PAGE>
ITEM 5. Other Events.
On October 31, 1996, FIND/SVP, Inc. (the
"Company") and its two subsidiaries, FIND/SVP
Published Products, Inc. and FIND/SVP Internet
Services, Inc. (the "Subsidiaries"), entered into a Note
and Warrant Purchase Agreement (the "Agreement") with
Furman Selz SBIC, L.P. ("Furman Selz"). Pursuant to
the Agreement, Furman Selz purchased from the
Company and the Subsidiaries, for an aggregate
consideration of $2,025,000, five-year promissory notes
("Notes") in the principal amount of $2,025,000, and ten-
year warrants ("Warrants") to purchase 900,000 shares of
the Company's common stock, par value $.0001 per share
("Common Stock"), at $2.25 per share.
The Notes shall accrue interest at an annual rate of
12% on the unpaid principal balance. Accrued but unpaid
interest shall be due and payable on November 30, 1997,
November 30, 1998 and on May 30 and November 30 of
each year thereafter, commencing on May 30, 1999,
except that the final payment of interest shall be due and
payable on October 31, 2001. However, one-half of the
interest due and payable on November 30, 1997 shall be
deferred and payable on November 30, 2000 and one-half
of the interest due and payable on November 30, 1998,
May 30, 1999 and November 30, 1999 shall be deferred
and payable on October 31, 2001.
The Warrants may be exercised as follows: (i) by
payment to the Company of $2.25 in cash, certified or
bank check for each share of Common Stock purchased
(the "Total Exercise Price"); (ii) by surrender to the
Company for cancellation the Notes, or any portion
thereof, for which credit shall be given toward the Total
Exercise Price; (iii) by an election to receive shares of
Common Stock, the aggregate fair market value of which
as of the date of exercise is equal to the fair market value
of the Warrants (or such portion thereof being cancelled)
on such date; or (iv) by any combination of the methods
described in (i), (ii) or (iii) above. In addition, if for ten
of the twelve months immediately preceding October 31,
2001, the Common Stock does not have an average
trading volume of 25,000 shares, then the holders of the
Warrants shall have the right, commencing October 31,
2001 and expiring December 31, 2001, to sell to the
Company, and the Company shall have the obligation to
purchase, any or all outstanding Warrants at a price equal
to the fair market value of the Warrants (as described in
the Warrants). One-third of such amount shall be paid
immediately in cash and the remainder may be made in
two equal installments on each of the first and second
anniversaries of such purchase, together with interest
thereon at the annual rate of 10%, payable at the time of
each installment.
The Agreement also provides that the Company
and the Subsidiaries may enter into an agreement on
similar terms with SVP, S.A. or affiliates thereof
("SVP"), pursuant to which SVP may purchase Notes
from the Company and the Subsidiaries up to the principal
amount of $475,000, and Warrants to purchase up to
211,111 shares of Common Stock. SVP currently owns
about 1,227,263 shares of Common Stock, or
approximately 18.8% of the outstanding shares. In the
event SVP does not purchase any or all of such Notes and
Warrants by November 30, 1996, Furman Selz has agreed
to purchase that balance of Notes and Warrants not
purchased by SVP.
Pursuant to the Agreement, Furman Selz has
received certain registration rights in connection with the
shares of Common Stock underlying the Warrants, and
has subordinated all Notes and Warrants received by it in
connection with the Agreement to the debt facility
extended to the Company by State Street Bank and Trust
Company (the "Bank Debt"). In the event SVP purchases
Notes and Warrants, SVP shall receive similar registration
rights to Furman Selz and shall also be required to
subordinate the Notes and Warrants received by it to the
Bank Debt.
The Agreement further provides that Furman Selz
and SVP, at their option can purchase, up to the amount
of their respective initial investments, up to an additional
$2,500,000 in Notes and Warrants on the same terms and
conditions as the first $2,500,000, at any time before
December 31, 1997.
The Company anticipates that it shall use the
proceeds received pursuant to the Agreement to make
strategic acquisitions and for general corporate purposes.
Reference is made to the Agreement for all of the
terms thereof, a copy of which is attached hereto as
Exhibit A and incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma Financial
Information and Exhibits
Exhibits:
(a) The Agreement<PAGE>
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.
FIND/SVP, INC.
By: /s/
Andrew P. Garvin
Andrew P. Garvin
President
Date: November 11, 1996
