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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 7, 1998
AMERALIA, INC.
______________________________________
(Exact name of Registrant as specified in its charter)
Commission file number: 0-15474
Utah 84-0631765
_________________________ _________________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1155 Kelly Johnson Blvd., Colorado Springs, CO 80920
______________________________________________ ____________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(719) 260-6011
not applicable
______________________________________
former name or former address, if applicable
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Item 5. Other Events.
On August 7, 1998, AmerAlia, Inc. (Nasdaq: "AALA") completed a private
placement of 177.5 Units, each Unit consisting of shares of AALA Common Stock
and Common Stock Purchase Warrants as described in paragraph (A), below. The
following provides the information required by Item 701 of Regulation S-B.
(A) The title of the securities sold is: Units, each Unit consisting of
5,000 shares of Common Stock and 5,000 warrants to
purchase Common Stock. The Warrants are exercisable at $2.00 per
share (if exercised before March 31, 1999), $4.00 per share (if
exercised after March 31, 1999 but on or before March 31, 2000)
and $6.00 per share (if exercised after March 31, 2000 but on or
before April 1, 2001, the Expiration Date of the warrants. The
warrants may only be exercised if, at the time of exercise, an
exemption from registration is available or the transaction is
subject to an effective registration statement. AALA undertook to
include the shares and the shares underlying the warrants in an
appropriate registration statement subject to restrictions an
underwriter may impose on such registration, among other
limitations.
(B) There was no underwriter, finder, or placement agent with respect
to the transaction. No commission or fee was paid to any person in
connection with the offering. The Units were offered directly by
the issuer, through its officers and directors and without any form
of public advertising or general solicitation, to accredited
investors only, and to persons who are not a "U.S. Person" as that
term is defined in SEC Rule 902(o). Each investor executed and
delivered to AALA a subscription agreement by which such person
acknowledged the risks involved and the nature of the restricted
securities acquired, among other things.
(C) The total offering price was $887,500, not including proceeds (if
any, of which there can be no assurance) from the exercise of the
warrants included within the Units. As a result of the completion
of the offering, AALA issued 887,500 shares, less than 20% of
the total number of shares outstanding before the commencement of
the private placement (approximately 12.7% of the outstanding
voting shares).
(D) The transaction was exempt from registration pursuant to Section
4(2) of the Securities Act of 1933, as amended and Regulation D
thereunder, and Regulation S. See Paragraph (B), above for certain
of the facts relied upon in claiming such exemption.
(E) The Units included warrants to acquire common stock as described in
Paragraph (A), above.
The Company is continuing to seek the additional financing necessary to
commence development work and plant design and construction on the Rock
School Lease. As described in the Company's annual report on Form 10-K for
the year ended June 30, 1997, it is anticipated that the cost to construct a
mine and associated plant on the property, as anticipated in the preliminary
mine plan submitted to the BLM, will be in excess of $30 million for a 50,000
ton per year plant. The Company continues to have discussions with industry
partners and investors or investment
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representatives who have expressed interest in financing the development of
the property, but has not reached agreement with any. If the Company is not
able to obtain outside financing for the project, or if it is unable to
obtain all necessary permits, it may not be able to complete the development
of the property and commence mining.
AS NOTED, THE FUTURE CONDUCT OF THE BUSINESS OF THE COMPANY AND ITS
ABILITY TO DEVELOP ITS PROPERTY OR DESIGN AND CONSTRUCT A PLANT AS
CONTEMPLATED ARE DEPENDENT UPON A NUMBER OF FACTORS, INCLUDING CONTINUING
APPROVAL BY REGULATORY AUTHORITIES AND OBTAINING ADEQUATE FINANCING. THERE
CAN BE NO ASSURANCE THAT AMERALIA WILL BE ABLE TO CONDUCT ITS OPERATIONS AS
CONTEMPLATED HEREIN. CERTAIN STATEMENTS CONTAINED IN THIS REPORT USING THE
TERMS "MAY," "EXPECTS TO," AND OTHER TERMS DENOTING FUTURE POSSIBILITIES, ARE
FORWARD-LOOKING STATEMENTS. THE ACCURACY OF THESE STATEMENTS CANNOT BE
GUARANTEED AS THEY ARE SUBJECT TO A VARIETY OF RISKS (INCLUDING, WITHOUT
LIMITATION, THOSE RISKS DESCRIBED HEREIN AND IN THE COMPANY'S OTHER REPORTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) WHICH ARE BEYOND THE
COMPANY'S ABILITY TO PREDICT OR CONTROL AND WHICH MAY CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THE PROJECTIONS OR ESTIMATES CONTAINED HEREIN. THE
EXPLORATION FOR, AND DEVELOPMENT AND PRODUCTION OF, MINERALS AS CONTEMPLATED
BY THE COMPANY ARE ENTERPRISES ATTENDANT WITH HIGH RISK, INCLUDING THE RISK
OF FLUCTUATING PRICES FOR THE COMMODITY TO BE PRODUCED, THE DEVELOPMENT AND
SALE OF COMPLETING PRODUCTS, AND THE RISK THAT TEST RESULTS AND RESERVE
ESTIMATES MAY NOT BE ACCURATE, NOTWITHSTANDING APPROPRIATE PRECAUTIONS. MANY
OF THESE RISKS ARE DESCRIBED HEREIN, AND IT IS IMPORTANT THAT EACH PERSON
REVIEWING THIS REPORT UNDERSTAND THE SIGNIFICANT RISKS ATTENDANT TO THE
OPERATIONS OF AMERALIA. AMERALIA DISCLAIMS ANY OBLIGATION TO UPDATE ANY
FORWARD-LOOKING STATEMENT MADE HEREIN.
Item 7. Financial Statements and Exhibits
(A) and (B) Financial Statements
None
(C) Exhibits
1. form of Common Stock Purchase Warrant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
__________________
AMERALIA, INC.
August 7, 1998 By: /s/ Robert C.J. van Mourik
---------------------------
Robert C.J. van Mourik,
Executive Vice President
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THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT COVERING THIS WARRANT UNDER SAID ACT OR
AN EXEMPTION FROM REGISTRATION UNDER SAID ACT.
VOID AFTER 5:00 P.M. MOUNTAIN TIME ON APRIL 1, 2001 ("EXPIRATION DATE").
AMERALIA, INC.
Warrant to Purchase _________ of Common Stock
This is to certify that, for VALUE RECEIVED, ______________ (referred to
herein as the "Warrantholder"), is entitled to purchase, subject to the
provisions of this Warrant, from AMERALIA, INC., a Utah corporation
("Company"), at any time not later than 5:00 P.M., Mountain time, on the
Expiration Date, at an exercise price per share equal to:
$2.00 (if exercised on or before March 31, 1999),
$4.00 per share (if exercised after March 31, 1999 but on or before
March 31, 2000), and
$6.00 per share (if exercised after March 31, 2000 but on or before the
Expiration Date,
that number of shares (the "Warrant Shares") of the Company's authorized but
unissued common stock (the "Common Stock") set forth above. The number of
Warrant Shares purchasable upon exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time as described herein.
Section 1. REGISTRATION. The Company shall maintain books for the transfer
and registration of the Warrant. Upon the initial issuance of the Warrant, the
Company shall issue and register the Warrant in the name of the Warrantholder.
Section 2. TRANSFERS. As provided herein, the Warrant may be transferred
only pursuant to a registration statement filed under the Securities Act of
1933, as amended ("Securities Act") or an exemption from registration
thereunder. Subject to such restrictions, the Company shall transfer from time
to time, the Warrant, upon the books to be maintained by the Company for that
purpose, upon surrender thereof for transfer properly endorsed or accompanied by
appropriate instructions for transfer upon any such transfer, and a new Warrant
shall be issued to the transferee and the surrendered Warrant shall be canceled
by the Company.
Section 3. EXERCISE OF WARRANT. Subject to the provisions hereof, the
Warrantholder may exercise the Warrant in whole or in part at any time upon
surrender of the Warrant, together
COMMON STOCK PURCHASE WARRANT -- AMERALIA PAGE 1
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with delivery of the duly executed Warrant exercise form attached hereto (the
"Exercise Agreement"), to the Company during normal business hours on any
business day at the Company's principal executive offices (or such other
office or agency of the Company as it may designate by notice to the holder
hereof), and upon payment to the Company in cash, by certified or official
bank check or by wire transfer for the account of the Company of the Warrant
Price for the Warrant Shares specified in the Exercise Agreement. The Warrant
Shares so purchased shall be deemed to be issued to the holder hereof or such
holder's designee, as the record owner of such shares, as of the close of
business on the date on which this Warrant shall have been surrendered (or
evidence of loss, theft or destruction thereof), the completed Exercise
Agreement shall have been delivered, and payment shall have been made for
such shares as set forth above. Certificates for the Warrant Shares so
purchased, representing the aggregate number of shares specified in the
Exercise Agreement, shall be delivered to the holder hereof within a
reasonable time, not exceeding ten (10) business days, after this Warrant
shall have been so exercised. The certificates so delivered shall be in such
denominations as may be requested by the holder hereof and shall be
registered in the name of such holder or such other name as shall be
designated by such holder. If this Warrant shall have been exercised only in
part, then, unless this Warrant has expired, the Company shall, at its
expense, at the time of delivery of such certificates, deliver to the holder
a new Warrant representing the number of shares with respect to which this
Warrant shall not then have been exercised.
Section 4. COMPLIANCE WITH THE SECURITIES ACT OF 1933. Neither this
Warrant nor the Common Stock issued upon exercise hereof nor any other
security issued or issuable upon exercise of this Warrant may be offered or
sold except as provided in this agreement and in conformity with the
Securities Act of 1933, as amended, and then only against receipt of an
agreement of such person to whom such offer of sale is made to comply with
the provisions of this Section 4 with respect to any resale or other
disposition of such security. The Company may cause the legend set forth on
the first page of this Warrant to be set forth on each Warrant or similar
legend on any security issued or issuable upon exercise of this Warrant,
unless counsel for the Company is of the opinion as to any such security that
such legend is unnecessary.
Section 5. PAYMENT OF TAXES. The Company will pay any documentary stamp
taxes attributable to the initial issuance of Warrant Shares issuable upon
the exercise of the Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issue or delivery of any certificates for Warrant
Shares in a name other than that of the registered holder of the Warrant in
respect of which such shares are issued, and in such case, the Company shall
not be required to issue or deliver any certificate for Warrant Shares or any
Warrant until the person requesting the same has paid to the Company the
amount of such tax or has established to the Company's satisfaction that such
tax has been paid. The holder shall be responsible for income taxes due under
federal or state law, if any such tax is due.
SECTION 6. MUTILATED OR MISSING WARRANTS. In case the Warrant shall be
mutilated, lost, stolen, or destroyed, the Company shall issue in exchange
and substitution of and upon cancellation
COMMON STOCK PURCHASE WARRANT -- AMERALIA PAGE 2
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of the mutilated Warrant, or in lieu of and substitution for the Warrant
lost, stolen or destroyed, a new Warrant of like tenor and for the purchase
of a like number of Warrant Shares, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction of
the Warrant, and with respect to a lost, stolen or destroyed Warrant,
reasonable indemnity or bond, if requested by the Company.
SECTION 7. RESERVATION OF COMMON STOCK. The Company hereby represents
and warrants that there have been reserved, and the Company shall at all
applicable times keep reserved, out of the authorized and unissued Common
Stock, a number of shares sufficient to provide for the exercise of the
rights of purchase represented by the Warrant, and American Securities
Transfer & Trust Co., the transfer agent for the Common Stock ("Transfer
Agent"), and every subsequent transfer agent for the Common Stock or other
shares of the Company's capital stock issuable upon the exercise of any of
the right of purchase aforesaid shall be irrevocably authorized and directed
at all times to reserve such number of authorized and unissued shares of
Common Stock as shall be requisite for such purpose. The Company agrees that
all Warrant Shares issued upon exercise of the Warrant shall be, at the time
of delivery of the certificates for such Warrant Shares, duly authorized,
validly issued, fully paid and non-assessable shares of Common Stock of the
Company. The Company will keep a conformed copy of this Warrant on file with
the Transfer Agent and with every subsequent transfer agent for the Common
Stock or other shares of the Company's capital stock issuable upon the
exercise of the rights of purchase represented by the Warrant. The Company
will supply from time to time the Transfer Agent with duly executed stock
certificates required to honor the outstanding Warrant.
SECTION 8. WARRANT PRICE. The Warrant Price, subject to adjustment as
provided in Section 9, shall, if payment is made in cash or by certified
check, be payable in lawful money of the United States of America.
SECTION 9. ADJUSTMENTS. Subject and pursuant to the provisions of this
Section 9, the Warrant Price and number of Warrant Shares subject to this
Warrant shall be subject to adjustment from time to time as set forth
hereinafter.
(a) If the Company shall at any time or from time to time while the
Warrant is outstanding, pay a dividend or make a distribution on its Common
Stock in shares of Common Stock, subdivide its outstanding shares of Common
Stock into a greater number of shares or combine its outstanding shares into
a smaller number of shares or issue by reclassification of its outstanding
shares of Common Stock any shares of its capital stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then the number of Warrant Shares
purchasable upon exercise of the Warrant and the Warrant Price in effect
immediately prior to the date upon which such change shall become effective,
shall be adjusted by the Company so that the Warrantholder thereafter
exercising the Warrant shall be entitled to receive the number of shares of
Common Stock or other capital stock which the Warrantholder would have
received if the Warrant had been exercised immediately prior to such event.
Such adjustment shall be made successively whenever any event listed above
shall occur.
COMMON STOCK PURCHASE WARRANT -- AMERALIA PAGE 3
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(b) If any capital reorganization, reclassification of the capital stock
of the Company, consolidation or merger of the Company with another
corporation, or sale, transfer or other disposition of all or substantially
all of the Company's properties to another corporation shall be effected,
then, as a condition of such reorganization, reclassification, consolidation,
merger, sale, transfer or other disposition, lawful and adequate provision
shall be made whereby each Warrantholder shall thereafter have the right to
purchase and receive upon the basis and upon the terms and conditions herein
specified and in lieu of the Warrant Shares immediately theretofore issuable
upon exercise of the Warrant, such shares of stock, securities or properties
as may be issuable or payable with respect to or in exchange for a number of
outstanding Warrant Shares equal to the number of Warrant Shares immediately
theretofore issuable upon exercise of the Warrant, had such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition
not taken place, and in any such case appropriate provision shall be made
with respect to the rights and interests of each Warrantholder to the end
that the provisions hereof (including, without limitations, provision for
adjustment of the Warrant Price) shall thereafter be applicable, as nearly
equivalent as may be practicable in relation to any shares of stock,
securities or properties thereafter deliverable upon the exercise thereof.
The Company shall not effect any such consolidation, merger, sale, transfer
or other disposition unless prior to or simultaneously with the consummation
thereof the successor corporation (if other than the Company) resulting from
such consolidation or merger, or the corporation purchasing or otherwise
acquiring such assets or other appropriate corporation or entity shall
assume, by written instrument executed and delivered to the Company, the
obligation to deliver to the holder of the Warrant such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to purchase and the other obligations under this
Warrant.
The above provisions of this paragraph (b) shall similarly apply to
successive reorganizations, reclassifications, consolidations, mergers,
sales, transfers or other dispositions.
(c) An adjustment shall become effective immediately after the record
date in the case of each dividend or distribution and immediately after the
effective date of each other event which requires an adjustment.
(d) In the event that, as a result of an adjustment made pursuant to
Section 9(a), the holder of the Warrant shall become entitled to receive any
shares of capital stock of the Company other than shares of Common Stock, the
number of such other shares so receivable upon exercise of the Warrant shall
be subject thereafter to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to
the Warrant Shares contained in this Warrant.
(e) Shares of Common Stock owned by or held for the account of the
Company or any majority-owned subsidiary shall not be deemed outstanding for
the purpose of any computation under this Agreement.
COMMON STOCK PURCHASE WARRANT -- AMERALIA PAGE 4
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SECTION 10. FRACTIONAL INTEREST. The Company shall not be required to
issue fractions of Warrant Shares upon the exercise of the Warrant. If any
fraction of a Warrant Share would, except for the provisions of this Section,
be issuable upon the exercise of the Warrant (or specified portions thereof),
the Company shall purchase such fraction for an amount in cash equal to the
current market value of such fraction based upon the current market price
(determined pursuant to Section 3) of a Warrant Share. All calculations under
this Section 10 shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be.
SECTION 11. BENEFITS. Nothing in this Warrant shall be construed to give
any person, firm or corporation (other than the Company and the
Warrantholder) any legal or equitable right, remedy or claim, it being agreed
that this Warrant shall be for the sole and exclusive benefit of the
Company and the Warrantholder.
Section 12. NOTICES TO WARRANTHOLDER. Upon the happening of any event
requiring an adjustment of the Warrant Price, the Company shall forthwith
give written notice thereof to the Warrantholder at the address appearing in
the records of the Company, stating the adjusted Warrant Price and the
adjusted number of Warrant Shares resulting from such event and setting forth
in reasonable detail the method of calculation and the facts upon which such
calculation is based. The certificate of the Company's independent certified
public accountants shall be conclusive evidence of the correctness of any
computation made, absent manifest error. Failure to give such notice to the
Warrantholder or any defect therein shall not affect the legality or validity
of the subject adjustment.
SECTION 13. IDENTITY OF TRANSFER AGENT. The Transfer Agent for the
Common Stock is American Securities Transfer & Trust Co., _____________,
Denver, Colorado _____. The Company may change the Transfer Agent with or
without notice to the Warrantholder.
SECTION 14. NOTICES. Any notice pursuant hereto to be given or made by
the Warrantholder to or on the Company shall be sufficiently given or made if
sent by certified mail, return receipt requested, postage prepaid, addressed
as follows:
AmerAlia, Inc.
Attn:
Telephone:
Facsimile:
or such other address as the Company may specify in writing by notice to the
Warrantholder complying as to delivery with the terms of this Section 14.
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Any notice pursuant hereto to be given or made by the Company to or on
the Warrantholder shall be sufficiently given or made if sent by certified
mail, return receipt requested, postage prepaid, to the address set forth on
the books of the Company or, as to each of the Company and the Warrantholder,
at such other address as shall be designated by such party by written notice
to the other party complying as to delivery with the terms of this
Section 14. All such notices, requests, demands, directions and othr
communications shall, when mailed be effective when deposited in the mails
addressed as aforesaid.
SECTION 15. SUCCESSORS. All the covenants and provisions hereof by or
for the benefit of the Investor shall bind and inure to the benefit of its
respective successors and assigns hereunder.
SECTION 17. GOVERNING LAW. This Warrant shall be deemed to be a contract
made under the laws of the State of Colorado and for all purposes shall be
construed in accordance with the laws of said State.
IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
duly executed, as of the day and year first above written.
AMERALIA, INC.
By:
________________________________
Title:
Attest:
________________________________
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AMERALIA, INC.
WARRANT EXERCISE FORM
AMERALIA, INC.
___________________
___________________
This undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant ("Warrant") for, and to purchase
thereunder by payment by cash or certified check, and requests that
certificates for the Warrant Shares be issued as follows:
Name ____________________________________
Address ____________________________________
Federal Tax Identification
No. or Social Security No.
and, if the number of Warrant Shares shall not be all the Warrant Shares
purchasable upon exercise of the Warrant, that a new Warrant for the balance
of the Warrant Shares purchasable upon exercise of the Warrant be registered
in the name of the undersigned Warrantholder or the undersigned's Assignee as
below indicated and delivered to the address stated below.
Dated: _______________________
Signature: ______________________________
Name (please print) ______________________________
Address ______________________________
Federal Identification or Social
Security No. ______________________________
Note: The above signature must correspond with the name of the registered
holder as written on the first page of the Warrant in every particular,
without alteration or enlargement or any change whatever, unless the Warrant
has been assigned.
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