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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): June 29, 2000
CAM COMMERCE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-16569 95-3866450
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
17520 NEWHOPE STREET
FOUNTAIN VALLEY, CALIFORNIA 92708
(Address of principal executive offices)
Registrant's telephone number, including area code: (714) 241-9241
CAM DATA SYSTEMS, INC.
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 29, 2000, CAM Commerce Solutions, Inc., a Delaware corporation
(formerly known as CAM Data Systems, Inc.) partially completed the second half
of an $8 million private placement of common stock.
The first half of the private placement was completed on March 28, 2000
for $4 million and covered 250,000 shares of common stock and warrants for an
additional 175,000 shares of common stock. It was made pursuant to a Units
Purchase Agreement between CAM Commerce Solutions, Inc. and eight purchasers,
dated as of March 22, 2000. Under a Registration Rights Agreement with the
purchasers, dated as of the same date, CAM Commerce Solutions agreed to register
all of the shares for resale. The Units Purchase Agreement required the sale of
the remaining 250,000 shares of common stock and warrants for 175,000 shares of
common stock to be completed within seven days after the registration statement
was declared effective.
The Registration Statement was declared effective on May 3, 2000. Due
to delays in funding by the purchasers, the balance of the private placement was
not completed on May 10, 2000. On May 22, 2000, one of the eight funds purchased
its remaining 31,250 shares of common stock and warrants to purchase an
additional 21,875 shares of common stock for an aggregate purchase price of
$500,000. On June 29, 2000, four other funds completed their purchases of an
aggregate of 93,750 shares of common stock and warrants to purchase an
additional 65,625 shares of common stock for a total price of $1,500,000. On
both dates, the common stock was sold to the investors at $16 a share and the
warrant exercise price was set at $8.4375 per share.
The three remaining funds, Anegada Fund, Ltd., Tonga Partners, L.P.,
and The Cuttyhunk Fund Limited failed to complete their purchase of (i) 18,750,
(ii) 56,250 and (iii) 50,000 shares of common stock and related warrants,
respectively. The warrants would have entitled these funds to purchase upon
exercise an additional (i) 13,125, (ii) 39,375 and (iii) 35,000 shares of common
stock, respectively. CAM Commerce Solutions, Inc. has made a demand on these
funds to cure their breach, and is currently evaluating its legal remedies
against them.
A total of 500,000 shares of common stock and warrants to purchase an
additional 350,000 shares were to have been issued in the private placement. Due
to the breach by the foregoing three funds, a total of 375,000 shares and
warrants to purchase an additional 262,500 shares have been issued. The shares
issued, exclusive of the shares to be issued upon exercise of the warrants,
total approximately 15% of the company's outstanding common stock as of March
28, 2000.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
Exhibit
Number Description
------- -----------
2.1* Units Purchase Agreement dated as of March 22, 2000 by and among
Cam Data Systems, Inc. and various purchasers. (Exhibits excluded)
99.1 Text of Press Release dated June 30, 2000
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* Incorporated by reference to CAM Commerce Solutions' Report on Form 8-K filed
April 11, 2000 (Commission File No. 000-16569)
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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.
CAM COMMERCE SOLUTIONS, INC.
Date: July 6, 2000 By: /s/ PAUL CACERES, JR.
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Paul Caceres, Jr.
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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2.1* Units Purchase Agreement dated as of March 22, 2000 by and among
Cam Data Systems, Inc. and various purchasers. (Exhibits excluded)
99.1 Text of Press Release dated June 30, 2000
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* Incorporated by reference to CAM Commerce Solutions= Report on Form 8-K filed
April 11, 2000 (Commission File No. 000-16569)
