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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEMS
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
and Rule 13a-17 or 15d-17 thereunder
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BLYTH HOLDINGS INC.
989 East Hillsdale Boulevard, Foster City, CA 94404
Issuer's telephone number, including area code: (415) 571-0222
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I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding:
1. Title of security
(a) Common Stock, par value $0.01, issuable on conversion of
debentures.
(b) Common Stock, par value $0.01, issuable upon exercise of
warrants.
2. Number of shares outstanding before the change - 9,804,838
(outstanding shares as of 5/31/96)
3. Number of shares outstanding after the change - 11,902,038
*(See Schedule A)
4. Effective date of change - June 4, 1996
5. Method of change:
Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasure, etc.): Regulation
S Offering.
Give brief description of transaction: Private placement offering of $7.35
million principal amount of convertible debentures and warrants to purchase
Common Stock.
II. CHANGE IN NAME OF ISSUER
Not applicable
Date: June 18, 1996 /s/ MICHAEL J. MINOR
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Michael J. Minor, Chief Executive Officer
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BLYTH HOLDINGS INC.
FORM 10-C
June 4, 1996
SCHEDULE A
COMMON STOCK SHARES COMPRISED OF:
(a) 137,200 shares of Common Stock issuable upon exercise of warrants.
(b) 1,960,000 shares of Common Stock issuable upon conversion of debentures
calculated assuming a conversion price of $3.75, at this price only. The
number of shares of Common Stock issuable on conversion of the debentures
varies with the price of the Company's Common Stock as follows:
The principal and any accrued interest on the Debentures are generally
convertible into Common Stock at a conversion price equal to the lesser of
(i) $3.75 (the "Fixed Conversion Price"), or (ii) 85% of the average
closing bid price of the Company's Common Stock for the five trading days
immediately preceding the date of conversion. One-third of the Debentures
may be converted at the option of the holder beginning forty-five (45) days
following June 4, 1996, another one-third of such amount may be converted
beginning 30 days thereafter and another one-third of such amount may be
converted beginning an additional 30 days thereafter. Any Debentures
outstanding three years after June 4, 1996 will be automatically converted
into Common Stock. However, the holders of Debentures may, at their
option, convert all of their Debentures beginning 45 days after June 4,
1996 at a conversion price equal to the average closing bid price of the
Company's Common Stock on the five trading days immediately prior to
conversion.
