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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: September 16, 1997
BIODYNAMICS INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 0-16128 59-3100165
(STATE OR OTHER JURISDICTION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NUMBER)
1719 ROUTE 10, SUITE 314, PARSIPPANY, NEW JERSEY 07054
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
1-973-359-8444
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ITEM 5. OTHER EVENTS
The company announced today that it has received the proceeds of a $1 million
bridge loan from Renaissance Capital Group, Dallas, Texas, ("Renaissance").
In an agreement reached between the Company, Renaissance, the Company's
Mezzanine Lenders and a majority of the preferred shareholders, Renaissance
will combine this $1 million bridge loan and the $1 million bridge loan made in
June, 1997 into a single five year Convertible Debenture and the Company's
Mezzanine Lenders will convert their total debt into common shares. Both of
these actions were conditioned upon the waiver of the anti-dilution provision
of the Series C Preferred Shares by the preferred shareholders and conversion
of their holdings into common shares. In addition, it will be necessary to
increase the authorized capital of the Company.
At a special meeting of holders of Series C Preferred Shares on September 16,
1997 the required two-thirds of the holders gave their approval to the
anti-dilution waiver and conversion to common shares. The total of
approximately $15.6 million of outstanding Series C Preferred Shares will
convert to approximately 18.4 million common shares. Series C Preferred
shareholders will also receive three (3) year warrants to purchase a total of
approximately 18.4 million shares for approximately $4.6 million.
The Mezzanine Lenders have agreed to exchange approximately $4.2 million now
due from the Company's German subsidiary into approximately 26 million common
shares.
The $2 million Renaissance Convertible Debenture will convert into
approximately 43.8 million shares at Renaissance's option. Renaissance will be
issued warrants to purchase a total of approximately 7.9 million additional
shares for approximately $2 million. On a fully diluted basis, Renaissance will
own approximately 51% of the total issued and outstanding shares of the
Company.
A special meeting of the shareholders will be held as soon as possible for the
purpose of accomplishing the above transactions. It is also expected that the
Company will seek the approval of its shareholders for a reverse stock split.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
99.1 News Release - Biodynamics International, Inc. - Plan of Refinancing
and Capital Restructuring
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, there unto duly authorized.
Date: September 16, 1997 Biodynamics International Inc.
/s/ KARL H. MEISTER
-------------------------------------
Karl H. Meister
President and Chief Executive Officer
/s/ PETER J. FINNERTY
-------------------------------------
Peter J. Finnerty
Chief Financial Officer
EXHIBIT INDEX
99.1 News Release - Biodynamics International, Inc. - Plan of
Refinancing and Capital Restructuring
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EXHIBIT 99.1
[BIODYNAMICS INTERNATIONAL, INC. LETTERHEAD]
NEWS RELEASE
RELEASE: IMMEDIATE NASDAQ: BDYN
CONTACT: PETER J. FINNERTY
(973) 359-8444
BIODYNAMICS INTERNATIONAL, INC.
PLAN OF REFINANCING AND CAPITAL RESTRUCTURING
- --------------------------------------------------------------------------------
PARSIPPANY, NEW JERSEY - (September 16, 1997) - Biodynamics International, Inc.
announced today that it has received the proceeds of a $1 million bridge loan
from Renaissance Capital Group, Dallas, Texas, ("Renaissance").
In an agreement reached between the Company, Renaissance, the Company's
Mezzanine Lenders and a majority of the preferred shareholders, Renaissance
will combine this $1 million bridge loan and the $1 million bridge loan made in
June, 1997 into a single five year Convertible Debenture and the Company's
Mezzanine Lenders will convert their total debt into common shares. Both of
these actions were conditioned upon the waiver of the anti-dilution provision
of the Series C Preferred Shares by the preferred shareholders and conversion
of their holdings into common shares. In addition, it will be necessary to
increase the authorized capital of the Company.
At a special meeting of holders of Series C Preferred Shares on September 16,
1997 the required two-thirds of the holders gave their approval to the
anti-dilution waiver and conversion to common shares. The total of
approximately $15.6 million of outstanding Series C Preferred Shares will
convert to approximately 18.4 million common shares. Series C Preferred
shareholders will also receive three (3) year warrants to purchase a total of
approximately 18.4 million shares for approximately $4.6 million.
The Mezzanine Lenders have agreed to exchange approximately $4.2 million now
due from the Company's German subsidiary into approximately 26 million common
shares.
(more)
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The $2 million Renaissance Convertible Debenture will convert into
approximately 43.8 million shares at Renaissance's option. Renaissance will be
issued warrants to purchase a total of approximately 7.9 million additional
shares for approximately $2 million. On a fully diluted basis, Renaissance will
own approximately 51% of the total issued and outstanding shares of the
Company.
A special meeting of the shareholders will be held as soon as possible for the
purpose of accomplishing the above transactions. It is also expected that the
Company will seek the approval of its shareholders for a reverse stock split.
Commenting on these events, Company President Karl H. Meister stated "this has
been an extremely difficult period for our Company which began with the
Japanese government's ban on all dura mater. It would have been impossible for
us to recover from this severe blow without the additional funding provided by
Renaissance. The agreements reached with our Mezzanine Lenders and
Institutional Investors will substantially reduce our debt and improve our
capital structure. Management can now devote its complete effort to rebuilding
our business both territorially and with the introduction of new products."
Biodynamics International, Inc. is a world leader in safe bioimplants for
tissue repair, with offices in Parsippany, New Jersey and Erlangen, Germany,
processing and manufacturing facilities in Alachua, Florida and Neunkirchen,
Germany and worldwide distribution.
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