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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 25, 1997
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Media Logic, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9605 04-2772354
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
310 South Street
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Plainville, MA 02194
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 695-2006
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Exhibit Index on page 4.
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ITEM 5. OTHER EVENTS.
On March 25, 1997, the Registrant publicly disseminated a press release
announcing that the Registrant had completed a financing in which the Registrant
raised gross proceeds of $3,530,000. The information contained in the press
release is incorporated herein by reference and filed as Exhibit 99.1 hereto.
Previously, on March 13, 1997, the Registrant publicly disseminated a press
release describing the terms of the proposed financing, an issuance of
debentures convertible into shares of the Registrant's common stock. The
information contained in the press release is incorporated herein by reference
and filed as Exhibit 99.2 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 The Registrant's Press Release dated March 25, 1997.
99.2 The Registrant's Press Release dated March 13, 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: March 31, 1997 /s/ Paul M. O'Brien
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Paul M. O'Brien
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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<TABLE>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
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<C> <S> <C>
99.1 The Registrant's Press Release 5
dated March 25, 1997
99.2 The Registrant's Press Release 7
dated March 13, 1997
</TABLE>
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MEDIA LOGIC
310 South Street
Plainville, MA 02762
Fax: 508/695-2006
Contact: Paul M. O'Brien
Vice President & CFO
508/695-2006
Internet: [email protected]
Home Page: http://www.ADLinc.com
FOR RELEASE: Immediate
MEDIA LOGIC COMPLETES FINANCING
PLAINVILLE, MA -- March 25, 1997 -- Media Logic, Inc. (AMEX:TST), a
developer and supplier of automated data tape libraries, announced today that
it has completed its recently announced financing. Gross proceeds from the
financing are $3,530,000.00.
Media Logic has successfully designed and introduced a line of
innovative Scaleable Library Architecture (SLA) automated tape library
systems. These tape libraries, in 4MM, 8MM, or DLT models, provide an ideal
solution for users requiring automated data backup or who have outgrown the
limited capacity of their current autoloaders, stackers and small tape
libraries. The SLA system provides the ability for the user to scale up to
multi-terabyte storage capacities, add features, and increase throughput
speed, as required.
William E. Davis, president of Media Logic said, "This financing is
evidence of the investors' confidence in the Company's innovative line of
8MM, 4MM and DLT automated tape libraries. The proceeds from the financing
will aid the Company in enhancing its sales and marketing capabilities and in
working to expand its penetration into the growing market for automated tape
libraries." Davis added,
(more)
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ML Financing Completed 2/2/2
"The Company expects to add features to its libraries and increase its
product offerings as our research and development efforts continue."
Advent International Corporation, Inc. acted as the Company's advisor in
this placement.
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.
Founded in 1982, Media Logic, Inc. designs and manufactures tape-based
data storage libraries targeted at the information management needs of
small-to-mid-sized businesses. The Company also provides evaluation equipment
for flexible computer disks and tape, and manufacturers and sells AccuCopy
industrial disk drives, and head for strenuous environment and high
reliability applications.
# # #
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Exhibit 99.2
Contact: Paul M. O'Brien
Vice President & CFO
508/695-2006
Internet: [email protected]
Home Page: http://www.ADLinc.com
FOR RELEASE: Immediate
MEDIA LOGIC PROPOSES TO ENTER INTO FINANCING ARRANGEMENT
PLAINVILLE, MA -- March 13, 1997 -- Media Logic, Inc. (AMEX:TST), a
developer and supplier of automated data tape libraries, announced today that
it proposes to enter into a financing arrangement to provide the Company with
gross proceeds of up to $4,000,000.00. Proceeds of the financing will be used
to bring accounts payable current, establish an enhanced sales and marketing
program for the Company's line of automated data libraries, continue research
and development activities and for working capital. Pursuant to the financing,
the Company will issue debentures which will be convertible into shares of the
Company's common stock at a conversion price equal to the lower of (i) 120% of
the average closing bid price of the Company's common stock as calculated over
the five day trading period ending on the date of subscription or (ii) 80% of
the average closing bid price of the Company's common stock as calculated over
the five trading day period ending on the day prior to submission of each
conversion notice.
The Company pursued a wide range of financing alternatives and believes
the proposed arrangement to be the best available. As disclosed in the
Company's most recent public filings, the Company believes that it could be
forced to seek protection and cease operations if financing is not obtained
before March 31, 1997.
(more)
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FINANCING ARRANGEMENT 2/2/2
The Board of Directors of the Company, including the outside
Directors, have reviewed and approved the terms of the proposed financing.
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 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.
Founded in 1982, Media Logic, Inc. designs and manufactures tape-based
data storage libraries targeted at the information management needs of
small-to mid-sized businesses. The Company also provides evaluation equipment
for flexible computer disks and tape, and manufacturers and sells AccuCopy
industrial disk drives and head for strenuous environment and high reliability
applications.
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