SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Purusant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 28, 1996
Robotic Lasers, Inc.
(Exact Name of registrant as specified in its charter)
New Jersey 033-19522-NY 22-2179541
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation or organization) File Number) identification no.)
P.O. Box 2039, Newark, New Jersey 07114
(Address of principal executive offices) (Zip code)
(908) 810-8767
Registrant's telephone number including area code
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Materially Important Events
On May 28, 1996, Robotic Lasers, Inc. closed through R.D. White & Co., Inc. a
private placement of 18 units of Robotic Lasers, Inc. for a total of $450,000.
Each unit consist of (i) a $24,500 three year promissory note bearing interest
at 10% per annum (the "Note") and (ii) 25,000 Class A Redeemable Common Stock
Purchase Warrants (the "Class A Warrants")
At the Company's option, the Note may be prepaid without penalty or premium
within 30 days after completion of any future public offering of the Company.
Each Class A Warrant shall be exercisable, subject to adjustments in accordance
with certain tems and conditions therein, commencing 90 days after the effective
date of any Registration Statement filed with the Securities and Exchange
Commission in connection with any future public offering of the Company's Common
Stock and for four years thereafter inclusive, at a purchase price of $6.25 per
share.
Item 7. Financial Statements and Exhibits
(c) Exhibits
1. Copy of Note
2. Copy of Class A Warrant
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Robotic Lasers, Inc.
(Registrant)
/s/ John H. Wasko
Secretary
Dated: June 12, 1996
<PAGE>
PROMISSORY NOTE
$ , 1996
New York, New York
FOR VALUE RECEIVED, ROBOTIC LASERS, INC., a New Jersey
corporation ("Maker"), promises to pay to ("Holder") at such place as Holder may
designate in writing, the entire principal sum of ____________Thousand Dollars
($_______), together with interest at the rate of ten (10%) percent per annum,
on the earlier of (i) ____________, 199__ or (ii) thirty days after the closing
date of the first underwritten public offering of Maker's securities, at which
time all principal and interest shall be due and owing. If the Maker is acquired
by another corporation, the Maker will arrange, as a condition to such
acquisition, for the other corporation to assume the obligations hereunder,
including the issuance to the Lender of all of the Bridgeholder Units identical
to those described in the Letter Agreement between Maker and Holder of even date
herewith.
All payments of principal and interest hereunder shall be
payable in lawful money of the United States.
Maker shall be in default hereunder, at the option of Holder,
upon the occurrence of any of the following events: (i) the failure by Maker to
make any payment of principal or interest when due hereunder and such failure
shall have continued for a period of more than ten (10) days; (ii) the entering
into of a decree or order by a court of competent jurisdiction adjudicating
Maker a bankrupt or the appointing of a receiver or trustee of Maker upon the
application of any creditor in any insolvency or bankruptcy proceeding or other
creditor's suit; (iii) a court of competent jurisdiction approving as properly
filed, a petition for reorganization or arrangement filed against Maker under
the Federal bankruptcy laws and such decree or order not being vacated within
thirty (30) days; (iv) the pendency of any bankruptcy proceeding or other
creditors' suit against Maker; (v) a petition or answer seeking reorganization
or arrangement under the Federal bankruptcy laws with respect to Maker; (vi) an
assignment for the benefit of creditors by Maker; (vii) Maker consents to the
appointment of a receiver or trustee in an insolvency or bankruptcy proceeding
or other creditors' suit; (viii) the existence of any uncured event of default
under the terms of any instrument in writing evidencing a debt to someone other
than Holder, provided that Maker is not contesting in good faith by appropriate
proceedings such uncured event of default; (ix) the existence of any judgment
against, or any attachment of property of Maker; or (x) any other condition
which, in the good faith determination of Holder, would materially impair the
timely repayment of this Note.
-3-
<PAGE>
Upon the occurrence of any event or condition of default
hereunder, or at any time thereafter, Holder at his option may accelerate the
maturity of this Note and declare all of the indebtedness or any portions
thereof to be immediately due and payable, together with accrued interest
thereon, and payment thereof may be enforced by suit or other process of law.
If this Note is not paid when due, whether at maturity or by
acceleration, Maker agrees to pay all reasonable costs of collection and such
costs shall include without limitation all costs, attorneys' fees and expenses
incurred by Holder hereof in connection with any insolvency, bankruptcy,
reorganization, arrangement or similar proceedings involving Holder, or
involving any endorser or guarantor hereof, which in any way affects the
exercise by Holder hereof of its rights and remedies under this Note.
Presentment, demand, protest, notices of protest, dishonor and
non-payment of this Note and all notices of every kind are hereby waived.
The terms "Maker" and "Holder" shall be construed to include
their respective heirs, personal representatives, successors, subsequent holders
and assigns.
Regardless of the place of execution or performance, this
letter and the Note shall be governed by, and construed in accordance with, the
laws of the State of New Jersey without giving effect to such state's conflicts
of laws provisions. Each of the parties hereto irrevocably consents to the
jurisdiction and venue of the federal and state courts located in the State of
New Jersey, County of Bergen.
ROBOTIC LASERS, INC.
By:
Joseph Cutrona, President
<PAGE>
Warrant to Purchase up to ______
shares of Common Stock
ROBOTIC LASERS, INC.
Class A Common Stock Purchase Warrant
, 1996
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), NOR UNDER ANY STATE SECURITIES LAW AND SHALL NOT BE
TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED IN VIOLATION THEREOF UNTIL EITHER
(i) A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER
THE ACT AND APPLICABLE STATE SECURITIES LAW OR (ii) THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL TO THE HOLDER OF SUCH
SECURITIES WHICH OPINION IS SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT
SUCH SECURITIES MAY BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS.
THIS CERTIFIES THAT ___________________ (hereinafter sometimes
called the "Holder") is entitled to purchase from Robotic Lasers, Inc., a New
Jersey corporation (the "Company"), at the price and during the periods as
hereinafter specified, up to _________________ shares of the Company's Common
Stock (the "Common Stock").
i. a. The rights represented by this Warrant
shall be exercised, subject to adjustment in
accordance with Section 7 of this Warrant (the
"Exercise Price"), commencing 90 days after the
Effective Date of the Registration Statement
referred to below and four years thereafter
inclusive (the "Exercise Period"), at a purchase
price of $6.25 per share. For purposes of the
adjustments under Paragraph 7 hereof, the per share
Exercise Price shall be deemed to be $6.25 subject
to further adjustment as provided in such Paragraph
7. After the expiration date of the Warrant, the
Holder shall have no right to purchase any shares
of Common Stock underlying this Warrant.
<PAGE>
b. Notwithstanding anything herein contained to the
contrary, the Company and the Holder agree that in the event that the terms and
conditions of the warrants to be registered upon effectiveness of any
registration statement which may be filed with the Securities and Exchange
Commission (the "Registration Statement") are not identical to the terms and
conditions of this Warrant, this Warrant will be modified to conform exactly to
the terms and conditions of the warrants offered pursuant to such Registration
Statement (the "Public Warrants"), which may include, among other things,
provisions for redemption of the Warrants except that the initial exercise price
shall remain at $6.25 per share.
ii. The rights represented by this Warrant may be
exercised at any time within the Exercise Period
above specified, in whole or in part, by (i) the
surrender of this Warrant (with the purchase form
at the end hereof properly executed) at the
principal executive office of the Company, Robotic
Lasers, Inc., 441 Market Street, Saddle Brook, New
Jersey 07662 (or such other office or agency of the
Company as it may designate by notice in writing to
the Holder at the address of the Holder appearing
on the books of the Company); and (ii) payment to
the Company of the Exercise Price then in effect
for the number of shares of Common Stock specified
in the above-mentioned purchase form together with
applicable stock transfer taxes, if any in the form
of a certified check, cashier's check or money
order. This Warrant shall be deemed to have been
exercised, in whole or in part to the extent
specified, immediately prior to the close of
business on the date this Warrant is surrendered
and payment is made in accordance with the
foregoing provisions of this Section 2, and the
person or persons in whose name or names the
certificates for shares of Common Stock shall be
issuable upon such exercise shall become the holder
or holders of record of such shares of Common Stock
at that time and date. The certificate or
certificates for the shares of Common Stock so
purchased shall be delivered to such person or
persons within a reasonable time, not exceeding
thirty (30) days, after this Warrant shall have
been exercised.
iii. Neither this Warrant nor the shares of Common Stock
issuable upon exercise hereof have been registered
under the Act nor under any state securities law and
shall not be transferred, sold, assigned or
hypothecated in violation thereof. If permitted by
the foregoing, any such transfer,
<PAGE>
sale, assignment or hypothecation shall be effected
by the Holder surrendering this Warrant for
cancellation at the office of the Company referred to
in Section 2 hereof, accompanied by an opinion of
counsel satisfactory to the Company and its counsel,
stating that such transferee is a permitted
transferee under this Section 3 and that such
transfer does not violate the Act or such state
securities laws.
iv. The Company covenants and agrees that all
shares of Common Stock which may be issued upon
exercise of this Warrant will, upon issuance, be
duly and validly issued, fully paid and
nonassessable and no personal liability will attach
to the holder thereof. The Company further
covenants and agrees that during the periods within
which this Warrant may be exercised, the Company
will at all times have authorized and reserved a
sufficient number of shares of its Common Stock to
provide for the exercise of this Warrant.
v. The Warrant shall not entitle the Holder to
any rights, including, without limitation, voting
rights, as a stockholder of the Company.
vi. The Company will register the shares of Common Stock
underlying this Warrant in accordance with the Act as
more fully described in the subscription letter
executed as of the date hereof.
vii. The Exercise Price in effect at any time and the
number and kind of securities purchasable upon the
exercise of this Warrant shall be subject to
adjustment from time to time upon the happening of
certain events as follows:
(1) If the Company shall (i) declare a dividend
or make a distribution on its outstanding
shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its
outstanding shares of Common Stock into a
greater number of shares, or (iii) combine
or reclassify its outstanding shares of
Common Stock into a smaller number of
shares, the Exercise Price in effect at the
time of the effective date or record date,
as the case may be, for such sale, dividend
or distribution or of the effective date of
such subdivision, combination or
reclassification shall be adjusted so that
it shall equal the price determined by
multiplying the Exercise Price
<PAGE>
by a fraction, the denominator of which shall
be the number of shares of Common Stock
outstanding after giving effect to such
action, and the numerator of which shall be
the number of shares of Common Stock
outstanding immediately prior to such
action.
(2) Whenever the Exercise Price payable upon
exercise of each Warrant is adjusted
pursuant to subsection 7.a. above, the
number of shares of Common Stock purchasable
upon exercise of this Warrant shall
simultaneously be adjusted by multiplying
the number of shares of Common Stock
initially issuable upon exercise of this
Warrant by the Exercise Price in effect on
the date hereof and dividing the product so
obtained by the Exercise Price, as adjusted.
(3) Notwithstanding any adjustment in the
Exercise Price or the number or kind of
shares of Common Stock purchasable upon the
exercise of this Warrant, certificates for
Warrants issued prior or subsequent to such
adjustment may continue to express the same
price and number and kind of shares of
Common Stock as are initially issuable
pursuant to this Warrant.
viii. This Agreement shall be governed by and
in accordance with the laws of the State of
Jersey.
IN WITNESS WHEREOF, ROBOTIC LASERS, INC. has caused this
Warrant to be signed by its duly authorized officers and is to be
dated MAY ___, 1996.
ROBOTIC LASERS, INC.
By: Joseph Cutrona
President
<PAGE>
FORM OF ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, to purchase:
shares of Common Stock
and herewith tenders in payment for such securities a certified or
cashier's check or money order payable to the order of Robotic
Lasers, Inc. in the amount of $ , all in accordance with
the terms hereof. The undersigned requests that a certificate for
such securities be registered in the name of
whose address is
and that such Certificate be
delivered to whose address is
.
Dated:
Signature
(Signature must conform in
all respects to the name of
holder as specified on the
face of the Warrant
Certificate.)
(Insert Social Security or Other
Identifying Number of Holder)
