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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
June 4, 1996
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Date of Report (Date of earliest event reported)
BLYTH HOLDINGS INC.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-16449 94-3046892
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(Commission File No.) (IRS Employer Identification Number)
989 East Hillsdale Boulevard
Foster City, CA 94404
(415) 571-0222
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(Address of Principal Executive Offices)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
Effective as of June 4, 1996, Blyth Holdings Inc. (the "Company") issued an
aggregate of $7.35 million principal amount of 8% Convertible Debentures due
June 3, 1999 (the "Debentures") pursuant to Subscription Agreements dated as of
June 4, 1996. The following is a brief description of some of the terms of the
Debentures and Subscription Agreements.
Conversion: 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.
Redemption: In certain circumstances the Company has the right to redeem
Debentures submitted for conversion at a price which represents the premium of
the closing bid price of the Company's Common Stock on the date the Debenture is
submitted for conversion over the conversion price for the Debentures. The
Company also has the right to redeem, with a minimum of at least $1.5 million
aggregate principal amount of Debentures redeemed, at a premium to the amount of
principal and interest of any redeemed Debentures.
Penalties: Under the terms of the Subscription Agreements and the
Debentures, the Company is obligated to convert a Debenture submitted for
conversion within a stated period from the date the Debenture is submitted. If
the Company fails to convert a Debenture within 5 business days of the date of
submission of a Debenture for conversion, the Company will be liable for daily
penalties of up to $100 per day for each $10,000 principal amount of Debentures
not converted. In addition, if the Company does not have sufficient authorized
Common Stock at the time a Debenture is submitted for conversion to permit the
conversion, the Company will be liable for a penalty of up to 24% additional
interest until such time as the Company has sufficient authorized Common Stock
to effect a conversion. The Company believes it has reserved a
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sufficient amount of Common Stock to effect the conversion of the Debentures.
However, because the conversion rate of the Debentures is based upon market
price for the Company's Common Stock at the time of conversion, fluctuations
in the price of the Company's Common Stock could require the Company to issue
more Common Stock than it has currently reserved and authorized.
The Debentures were issued pursuant to Regulation S promulgated under the
Securities Act of 1933, as amended in a private offering to persons other than
U.S. persons as defined in Rule 902 thereunder.
Swartz Investments, Inc. acted as Placement Agent in connection with the
transaction. In consideration of such services, the Company paid to Swartz a
fee of $514,500 and delivered warrants to purchase an aggregate of 137,200
shares of the Company's Common Stock at an exercise price of $3.75.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
None
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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.
BLYTH HOLDINGS INC.
By: /s/ MICHAEL J. MINOR
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Michael J. Minor
Chief Executive Officer
Dated: June 17, 1996
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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.
BLYTH HOLDINGS INC.
By:
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Michael J. Minor
Chief Executive Officer
Dated: June 17, 1996
