UNITED STATES 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) January 29, 1999
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Mark Solutions, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-17118 11-2864481
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Parkway Technical Center
1515 Broad Street
Bloomfield, New Jersey 07003
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (973) 893-0500
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Former Name and Address, if Changed Since Last Report
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
Effective January 29, 1999, Mark Solutions, Inc.,("Mark") completed an exchange
offering (the "Exchange") pursuant to which the investors in the June 1998
Private Placement have exchanged the equity units purchased for $1,220,000
(which were subsequently deemed subject to rescission rights) for convertible
Preferred Stock, which are not subject to rescission rights.
Pursuant to the Exchange, the investors effectively exchanged 1,220,000 shares
of Common Stock into 122,000 shares of convertible Preferred Stock. Each share
of Preferred Stock is convertible into Common Stock at $10.00 per share divided
by the lesser of (i) $1.00 or (ii) 75% of the average closing bid price during
the preceding five trading days.
As a result of the Exchange, the $1,220,000 of Temporary Equity included in
Mark's Form 10-Q for the period ended September 30, 1998 will be classified as
part of "Stockholders' Equity" for the quarter ended December 31, 1998.
Also pursuant to the Exchange, investors effectively exchanged the $1,530,000
principal amount convertible debentures into convertible preferred stock.
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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 by the undersigned thereunto
duly authorized.
Date: January 29, 1999
MARK SOLUTIONS, INC.
By: /s/ Michael Nafash
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Michael Nafash,
Chief Financial Officer
