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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: December 18, 2000
PUBLICARD, INC.
(Exact name of registrant as specified in its charter)
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PENNSYLVANIA 0-29794 23-0991870
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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620 FIFTH AVENUE, 7TH FLOOR, NEW YORK, NY 10020
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (212) 651-3102
(Former name or former address, if changed since last report.)
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Item 5. Other Events
On December 6, 2000, PubliCARD, Inc., a Pennsylvania corporation
("PubliCARD"), completed a private placement of shares of common stock and Class
A Preferred Stock, Second Series, a newly designated series of convertible
preferred stock (having the rights set forth under the Certificate of
Designation attached hereto as Exhibit 4.1), resulting in aggregate proceeds of
$5.0 million to PubliCARD. The securities were sold to institutional investors
and other accredited investors in the U.S. and Europe. 525,000 shares of common
stock and 790 shares of preferred stock were issued. Each share of preferred
stock is convertible into 2,500 shares of common stock. Therefore, the shares of
common stock issued plus the shares of common stock issuable upon conversion of
the convertible preferred stock are in the aggregate 2.5 million shares.
On December 6, 2000, PubliCARD also completed its previously announced
$5.0 million investment in TECSEC, Incorporated ("TECSEC"). TECSEC develops and
markets smart card-based encryption products and solutions which will enable the
next generation information security for the enterprise, multi-enterprise
e-Business, and other markets.
In connection with the private placement, the Company issued 100 rights
under a newly-adopted Rights Plan attached hereto as Exhibit 4.2. Such rights
entitle the holders thereof to receive an aggregate of ten percent of any
increase in value of the TECSEC stock realized by PubliCARD.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
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Exhibit No. Description of Document
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4.1 Certificate of Designation, Preferences and Rights of Class A
Preferred Stock, Second Series, of PubliCARD, Inc. filed with
the Department of State of the Commonwealth of Pennsylvania on
November 29, 2000.
4.2 PubliCARD, Inc. Rights Plan adopted as of November 1, 2000.
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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.
PUBLICARD, INC.
(Registrant)
December 18, 2000 /s/ Antonio L. DeLise
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Antonio L. DeLise, Vice President
Chief Financial Officer, Secretary and
Principal Accounting Officer
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EXHIBIT INDEX
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Exhibit No. Description of Document
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4.1 Certificate of Designation, Preferences and Rights of Class A
Preferred Stock, Second Series, of PubliCARD, Inc. filed with
the Department of State of the Commonwealth of Pennsylvania on
November 29, 2000.
4.2 PubliCARD, Inc. Rights Plan adopted as of November 1, 2000.
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