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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 20, 2000
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Date of Report (Date of earliest event reported)
NANOPIERCE TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 33-19598-D 84-0992908
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
370 17/th/ Street, Suite 3580
Denver, CO 80202
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(Address of principal executive offices)
(Zip Code)
(303) 592-1010
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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Item 5. Other Events
(a) The Registrant entered into a Termination and Redemption
Agreement (the "Termination Agreement"), dated as of October 20, 2000 with
Equinox Investors, LLC ("Equinox") and, in connection therewith, issued to
Equinox warrants (the "Equinox warrants") to purchase up to 50,000 shares of the
Registrant's common stock, par value $.0001 per share (the "Common Stock"). The
Termination and Redemption Agreement and a form of the Equinox warrants are
attached hereto as exhibits.
(b) The Registrant entered into a Purchase Agreement (the "Purchase
Agreement"), dated as of October 20, 2000 with an institutional investor (the
"Purchaser"), with respect to the issuance and sale by the Registrant, of an
aggregate of up to 4,531,161 shares of the Registrant's Common Stock, and
warrants to purchase up to 453,161 shares of the Registrant's Common Stock (the
"Purchaser warrants"). In connection with the sale of the Registrant's Common
Stock and the Purchaser warrants, the Registrant also issued warrants to
purchase Registrant's common stock to Gemini Investments Ltd. (the "Gemini
warrants"). The Purchase Agreement and the Purchaser warrants executed in
connection therewith and the Gemini warrants are attached hereto as exhibits.
Item 7. Exhibits and Financial Information.
The following is a complete list of Exhibits filed as part of
this report on Form 8-K. Exhibit numbers correspond to the
numbers in the exhibit table of Item 601 of Regulation S-B.
Exhibit No. Description
*4.01 Form of warrants issued to Equinox Investors LLC
*4.02 Form of warrants issued to Harvest Court LLC (the "Purchaser")
pursuant to the Purchase Agreement, dated as of October 20,
2000, between the Registrant and the Purchaser
*4.03 Form of warrants issued to Gemini Investments, Ltd.
*10.01 Termination and Redemption Agreement, dated as of October 20,
2000 between the Registrant and Equinox Investors, LLC
*10.02 Purchase Agreement, dated as of October 20, 2000 between the
Registrant and the Purchaser
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*Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized
NANOPIERCE TECHNOLOGIES, INC.
/s/ Paul H. Metzinger
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Paul H. Metzinger, President and
Chief Executive Officer
October 20, 2000
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EXHIBIT INDEX
Exhibit No. Description
*4.01 Warrants issued to Equinox Investors LLC (form of Warrant
included as Exhibit A to Exhibit 10.01).
*4.02 Form of warrants issued to Harvest Court LLC (the "Purchaser")
pursuant to the Purchase Agreement, dated as of October 20,
2000, between the Registrant and the Purchaser
*4.03 Form of warrants issued to Gemini Investments, Ltd.
*10.01 Termination and Redemption Agreement, dated as of October 20,
2000 between the Registrant and Equinox Investors, LLC
*10.02 Purchase Agreement, dated as of October 20, 2000 between the
Registrant and the Purchaser
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*Filed herewith.
