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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 (Date of earliest event reported): November 5, 1997
Media Logic, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-9605 04-2772354
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
310 South Street
Plainville, MA 02194
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 695-2006
Exhibit Index on page 4.
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Item 5. Other Events.
On November 5, 1997,the Registrant publicly disseminated a press
release announcing that the Registrant had completed a financing in which the
Registrant raised gross proceeds of $750,000 (the "October Financing"). The
information contained in the press release is incorporated herein by reference
and filed as Exhibit 99.1 hereto.
On December 30, 1997,the Registrant publicly disseminated a press
release announcing that the Registrant had completed a financing in which the
Registrant raised gross proceeds of $1,530,000 (the "December Financing"). The
information contained in the press release is incorporated herein by reference
and filed as Exhibit 99.2 hereto.
On December 29, 1997, F.T.S. Worldwide Corporation ("F.T.S."), the
holder of the Registrant's 7% Convertible Debentures Due October 29, 2000
purchased in the October Financing (the "October Debentures") and the
Registrant signed Amendment No. 1 to Convertible Debentures Due October 29, 2000
("October Amendment No. 1") in which F.T.S. and the Registrant agreed to set a
fixed conversion price for the October Debentures of ninety cents ($0.90) per
share of Common Stock until 30 days after the closing of the December Financing
and thereafter to set a minimum conversion price of ninety cents ($0.90) per
share of Common Stock. The Form of October Amendment No. 1 is incorporated
herein by reference and filed as Exhibit 99.3 hereto.
On December 29, 1997, all but one of the remaining holders (F.T.S.,
Beauchamp Finance, Ltd., Euro Factors International Inc. and Ramlu Trading
Corp.) (the "March Holders") of the Registrant's 7% Convertible Subordinated
Debentures Due March 24, 2000 (the "March Debentures") purchased in a financing
which closed on March 24, 1997 (the "March Financing"), in which the Registrant
raised gross proceeds of $3,530,000, and the Registrant signed Amendment No. 1
to Subscription Agreement ("March Amendment No. 1") in which the March Holders
and the Registrant agreed to set a fixed conversion price for the March
Debentures of ninety cents ($0.90) per share of Common Stock until 30 days after
the closing of the December Financing and thereafter to set a minimum conversion
price of ninety cents ($0.90) per share of Common Stock. The Form of March
Amendment No. 1 is incorporated herein by reference and filed as Exhibit 99.4
hereto.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 The Registrant's Press Release dated November 5, 1997.
99.2 The Registrant's Press Release dated December 30, 1997.
99.3 Form of Amendment No. 1 to 7% Convertible Debentures Due October
29, 2000, dated December 29, 1997.
99.4 Form of Amendment No. 1 to Subscription Agreement dated March 24,
1997 among Media Logic, Inc. and the purchasers named on the
signature pages thereto, dated December 29, 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.
MEDIA LOGIC, INC.
-----------------
(Registrant)
Date: December 30, 1997 /s/ Paul M. O'Brien
--------------------
Paul M. O'Brien
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
- ------ ------------ -----------
99.1 The Registrant's Press Release 5
dated November 5, 1997
99.2 The Registrant's Press Release 7
dated December 30, 1997
99.3 The Registrant's Form of Amendment No. 1 to 7% 9
Convertible Debentures Due
October 29, 2000, dated December 29, 1997.
99.4 The Registrant's Form of Amendment No. 1 to 11
Subscription Agreement dated March 24, 1997
among Media Logic, Inc. and the purchasers
named on the signature pages thereto, dated
December 29, 1997.
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EXHIBIT 99.1
MEDIALOGIC
310 South Street
Plainville, MA 02762
Fax: 508/695/2005
Contact: Paul M.O'Brien Richard Adler/Arthur Dimond
MediaLogic, Inc. Dimond Communciations Group
(508)695-2006 (617) 424-8373
[email protected] [email protected]
[email protected]
MEDIALOGIC COMPLETES PRIVATE PLACEMENT
PLAINVILLE, MA, November 5, 1997 - MediaLogic, Inc. (AMEX:TST), a leading
developer of automated data library systems, today announced that it has
completed a private placement of debt convertible into shares of the Company's
common stock..
According to the Company's president, William E. Davis, Jr., the gross
proceeds of the placement were $750,000 and will be used primarily for the
production of DLT libraries to meet a growing backlog for this, the company's
newest tape library system.
Davis said: " Market response to our entire product line -- 4mm, 8mm, AIT,
and DLT systems -- is strong. This investment is evidence of investors'
confidence in our tape-based library products and in the future of our company."
The Company wishes to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 with respect to statements that
may be deemed to be forward-looking statements under the Act. Such
forward-looking statements may include, but are not limited to, statements
regarding development and sales of the Company's ADL product line. The Company
cautions that numerous factors could cause actual results to differ materially
from any forward-looking statements made by the Company.
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Founded in 1982, MediaLogic, Inc. develops and manufactures tape-based automated
data libraries designed to meet corporate information management needs. The
Company also provides evaluation equipment for computer disks and tape, and
manufactures AccuCopy industrial disk drives for high reliability applications.
For further information on MediaLogic and its products, visit the company's
web site at http//www.ADLinc.com.
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EXHIBIT 99.2
MEDIALOGIC
310 South Street
Plainville, MA 02762
Fax: 508/695/2005
Contact: Paul M.O'Brien Richard Adler/Arthur Dimond
MediaLogic, Inc. Dimond Communciations Group
(508)695-2006 (617) 424-8373
[email protected] [email protected]
MEDIALOGIC COMPLETES EQUITY FINANCING
PLAINVILLE, MA, December 30, 1997 -- MediaLogic, Inc. (AMEX:TST), a leading
developer of automated data library systems, today announced that it has
completed a private placement of the Company's common stock. Gross proceeds
from the placement were $1,530,000.
William E. Davis, Jr., president of MediaLogic, said: "This equity investment is
evidence of confidence in the Company's future. Proceeds will be used primarily
to fund increased production of AIT and DLT tape libraries to meet a growing
backlog."
MediaLogic designs and sells innovative automated tape library systems. These
tape libraries, in 4mm, 8mm, AIT and DLT models, provide an ideal solution
for users requiring automated data backup or who have outgrown their current
autoloaders, stackers or small tape libraries. MediaLogic libraries allow the
user to configure a library to meet its current needs and to add features, scale
up to multi-terabyte storage capacities, and increase throughput speed as
requirements change.
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The Company wishes to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 with respect to statements that
may be deemed to be forward-looking statements under the Act. Such
forward-looking statements may include, but are not limited to, statements
regarding development and sales of the Company's tape library product line. The
Company cautions that numerous factors could cause actual results to differ
materially from any forward-looking statements made by the Company.
The Company does not fully satisfy all of the American Stock Exchange guidelines
for continued listing and there is no assurance listing will be continued.
Founded in 1982, MediaLogic, Inc. develops and sells tape based automated
library systems designed to meet corporate information management needs. The
Company also manufactures evaluation equipment for computer disks and tape as
well as industrial disk drives for high reliability applications.
For further information on MediaLogic and its products, visit the company's web
site at http//www.ADLinc.com.
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EXHIBIT 99.3
AMENDMENT NO. 1 TO 7% CONVERTIBLE DEBENTURES DUE OCTOBER 29, 2000
This AMENDMENT No. 1 to 7% Convertible Debentures Due October 29, 2000 (the
"Amendment") is made as of the 29th day of December, 1997, by and between MEDIA
LOGIC, INC., a Massachusetts corporation (the "Company"), and FTS Worldwide
Corporation (the "Holder").
WHEREAS, the Company and the Holder entered into a Securities Purchase
Agreement (the "Agreement") on October 29,1997 for the purchase of $750,000
principal amount of 7% Convertible Subordinated Debentures Due October 29, 2000
(the "Debentures"), which Debentures are convertible into the common stock, $.01
par value per share (the "Common Stock"), of the Company;
WHEREAS, the Company entered into Securities Purchase Agreements (the
"Securities Purchase Agreements") with Imprimis SB L.P. and Wexford Spectrum
Investors LLC (together, the "Buyers") dated December 22, 1997, for the purchase
of an aggregate of 1,700,000 shares of Common Stock and warrants to purchase up
to an aggregate of 2,000,000 shares of Common Stock;
WHEREAS, as a closing condition under the Securities Purchase Agreements,
there is required to be a minimum conversion price at which the Debentures may
be converted into the Common Stock;
WHEREAS, the Company and the Holder desire to amend certain provisions of
the Debentures to reflect changes in the terms of the Debentures as agreed by
them.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Holder agree
as follows:
1. Section 4 of the Debentures is hereby amended as follows:
Notwithstanding anything provided in Section 4 of the Debentures, from
the date hereof until thirty (30) days after the Closing Date (as defined
in the Securities Purchase Agreements), the Debentures will only be
convertible into Common Stock at a price of ninety cents ($.90) per share
of Common Stock and, thereafter, shall be convertible at the terms
originally set forth in Section 4 of the Debentures, subject to a minimum
conversion price of ninety cents ($.90) per share of Common Stock,
2. Except as modified by this Amendment, the Debentures and the Agreement
shall remain in full force and effect.
This Amendment may be executed in counterparts, each of which shall be
deemed an original. A facsimile transmission of this Amendment shall be legal
and binding on all parties hereto.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first above written.
MEDIA LOGIC, INC.
By: /s/ William E. Davis, Jr.
__________________________________
William E. Davis, Jr.
Chief Executive Officer and President
FTS WORLDWIDE CORPORATION
By:_______________________________
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EXHIBIT 99.4
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT
This AMENDMENT No. 1 to Subscription Agreement (the "Amendment") is made as
of the 29th day of December, 1997, by and between MEDIA LOGIC, INC., a
Massachusetts corporation (the "Company"), and the party whose name and address
is set forth on the signature page hereof (the "Holder").
WHEREAS, the Company and the Holder entered into a subscription agreement
(the "Agreement") dated March 24, 1997 for the purchase of 7% Convertible
Subordinated Debentures Due March 24, 2000 (the "Debentures"), which Debentures
are convertible into the common stock, $.01 par value per share (the "Common
Stock"), of the Company;
WHEREAS, the Company entered into Securities Purchase Agreements (the
"Securities Purchase Agreements") with Imprimis SB L.P. and Wexford Spectrum
Investors LLC (together, the "Buyers") dated December 22, 1997, for the purchase
of an aggregate of 1,700,000 shares of Common Stock and warrants to purchase up
to an aggregate of 2,000,000 shares of Common Stock;
WHEREAS, as a closing condition under the Securities Purchase Agreements,
there is required to be a minimum conversion price at which the Debentures may
be converted into the Common Stock;
WHEREAS, the Company and the Holder desire to amend the Agreement to reflect
certain changes in the terms of the Agreement as agreed by them.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Holder agree
as follows:
1. Section 9.1 of the Agreement is hereby amended as follows:
Notwithstanding anything provided in Section 9.1 of the Agreement,
from the date hereof until thirty (30) days after the Closing Date (as
defined in the Securities Purchase Agreements), the Debentures will only be
convertible into Common Stock at a price of ninety cents ($.90) per share
of Common Stock and, thereafter, shall be convertible at the terms
originally set forth in Section 9.1 of the Agreement, subject to a minimum
conversion price of ninety cents ($.90) per share of Common Stock.
2. Except as modified by this Amendment, the Agreement shall remain in full
force and effect.
Pursuant to Section 16 of the Agreement, this Amendment shall become
effective if the holder or holders of at least 50% of the principal amount of
the Debentures outstanding on the date hereof agree hereto in writing. This
Amendment may be executed in any number of counterparts, each of which shall
constitute an original. Facsimile signatures are considered to be originals and
shall have the same effect.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first above written.
MEDIA LOGIC, INC.
By: /s/ William E. Davis, Jr.
__________________________________
William E. Davis, Jr.
Chief Executive Officer and President
Name of Holder
(Individual or Institution)
_____________________________________
Name and Title of Individual representing Holder
(if an institution)
_____________________________________
Signature of Individual Holder or Individual
Representing Holder
_____________________________________
Address: _____________________________
_____________________________________
_____________________________________
Telephone: _______________________________________
Telefax: _______________________________________
AGGREGATE AMOUNT OF DEBENTURES
HELD AS OF THE DATE HEREOF:
_____________________________________
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