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): June 5, 1995
Commission File Number: 0-16240
JB OXFORD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
UTAH 95-4099866
(State of incorporation) (IRS Employer Identification No.)
9665 Wilshire Blvd., Third Floor, Beverly Hills, 90212
California
(Address of principle executive offices) (Zip Code)
(310) 777-8888
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
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JB Oxford Holdings, Inc. ("JBOH") has authorized and approved the issuance of a
series of Convertible Preferred Stock ("Preferred Stock"). The non-voting
Preferred Stock has a $10.00 par value and is convertible to common stock at the
rate of $0.90 per share of common stock, based upon the par value of the
Preferred Stock. The Preferred Stock currently pays a quarterly dividend of
11%, which will increase periodically to a maximum of 15%. Dividends are
cumulative, and the Company has certain redemption rights. The Company has also
negotiated and approved an Exchange Agreement with a shareholder and noteholder
of the Company to exchange a portion of its 9% Senior Secured Convertible Notes,
pursuant to the Senior Secured Convertible Note Purchase Agreement dated March
10, 1995, for Preferred Stock. Pursuant to the Exchange Agreement, JBOH will
reduce its term debt in the aggregate principal amount of two million dollars,
in exchange for the issuance of 200,000 shares of Preferred Stock. This
transaction has the effect of increasing stockholders' equity by the amount of
$2 million.
The same shareholder of the Company has informed Management that he is going to
exercise 555,555 "A" Warrants which he holds in JBOH. Each Warrant is
exercisable for one share of common stock upon payment of the exercise price of
$0.85. This transaction will bring an additional $466,666.00 of paid-in capital
to the Company.
These two transactions have the impact of increasing the stockholders' equity in
the Company from a previous deficit of $589,393.00, as reported in the Form 10-Q
for the period ended March 31, 1995, to a positive equity in the amount of
$1,993,405.00, on a pro-forma basis.
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SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange
Act of 1934, JB OXFORD HOLDINGS, INC. has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
JB OXFORD HOLDINGS, INC.
By: Stephen Rubenstein
President and Chief Executive Officer
