<PAGE> 1
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
Date of Report (Date of earliest event reported): September 8, 2000
FASTCOMM COMMUNICATIONS CORPORATION
-----------------------------------
(Exact name of registrant as specified in its chapter)
<TABLE>
<S> <C> <C>
Virginia 000-17168 54-1289115
----------------------------- -------------------------- -----------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
</TABLE>
45472 Holiday Drive, Sterling, VA 20166
-------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(703) 318-7750
--------------------------------------------
NOT APPLICABLE
---------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On September 8, 2000, FastComm Communications Corp. ("FastComm")
completed a Private Placement of $3,500,000 of its securities with a group of
accredited investors represented by Zanett Securities Corporation ("Zanett") New
York, New York, acting as Placement Agent. The offering consisted of 3,500
Units, each Unit consisting of (i) a Prepaid Common Stock Purchase Warrant, (the
"Prepaid Warrants"), which entitles the holder thereof to acquire such number of
shares of the Company's Common Stock, par value $.01 per share (the "Common
Stock"), as is equal to One Thousand Dollars ($1,000) divided by the Exercise
Price set forth in the Prepaid Warrants, and (ii) an additional warrant, to
acquire shares of Common Stock (the "Incentive Warrants"). In addition, the
Company granted to the Purchasers, an option to purchase an additional 3,500
Units on the same terms and conditions and with such changes as are stated
herein exercisable during the period starting on February 1, 2001 and ending on
November 1, 2001 (the "Option"). The shares of Common Stock issuable upon
exercise of or otherwise pursuant to the Prepaid Warrants and the Incentive
Warrants are referred to herein as the "Warrant Shares." The Prepaid Warrants,
the Incentive Warrants and the Warrant Shares are collectively referred to
herein as the "Securities" and each of them may individually be referred to
herein as a "Security."
Contemporaneous with the execution and delivery of the Securities
Agreement, the parties entered into a Registration Rights Agreement, pursuant to
which the Company agreed to provide certain registration rights to the owners of
the Warrant Shares and the Placement Warrants under the Securities Act and the
rules and regulations promulgated thereunder, and applicable state securities
laws.
The Exercise Price of the Prepaid Warrants equals the lower of the Fixed
Exercise Price and the Variable Exercise Price, each in effect as of such date
and subject to adjustment as provided in the Warrant. The "Fixed Exercise Price"
means $2.00 and shall be subject to adjustment as provided in the Warrant. The
"Variable Exercise Price" means, as of any date of determination, the average of
the lowest five (5) Closing Bid Prices for the ten (10) consecutive trading day
period ending on the trading day immediately preceding the date of
determination, provided, however, in no event shall the Variable Exercise Price
exceed the Closing Bid Price on the date of determination (subject to equitable
adjustment for any stock splits, stock dividends, reclassifications or similar
events during such ten (10) day period), and shall be subject to adjustment as
provided herein.
Each Incentive Stock Purchase Warrant allows the holder thereof to
purchase one-half of a share of the Company's Common Stock for each share
purchased by exercise of the Prepaid Warrants at an exercise price of 125% of
the Exercise Price of the corresponding Prepaid Warrant. The Incentive Warrants
are exercisable for a period of five years and carry with them other customary
terms and conditions including anti-dilution protection.
Zanett acted as Placement Agent for the offering and received a
Placement Agent fee equal to ten percent (10%) of the purchase price of the sale
of Units and Warrants to purchase up to 437,500 shares of the Company's Common
Stock for an exercise price of $2.50 per share. The Warrants are exercisable for
a period of five years. In addition, Zanett was reimbursed certain costs and
expenses of the offering.
2
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
N/A
(b) Pro Forma Financial Information.
N/A
(c) Exhibits.
The following exhibits are filed with this Report:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Securities Purchase Agreement by and among
FastComm Communications Corporation, and
certain Purchasers listed therein, dated as
of September 8, 2000.
10.1 Registration Rights Agreement made by
FastComm Communications Corporation, in
favor of the Investors listed therein, dated
as of September 8, 2000.
10.2 Form of Prepaid Common Stock Purchase
Warrant between FastComm Communications
Corporation in favor of certain Purchasers
listed therein, dated as of September 8,
2000.
10.3 Placement Agency Agreement between FastComm
Communications Corporation and Zanett Securities
Corporation, dated September 8, 2000
10.4 Form of Stock Purchase and Incentive Stock
Purchase Warrant Agreement between FastComm
Communications Corporation and Zanett
Securities Corporation and affiliates and
between FastComm and the Purchasers dated
September 8, 2000.
</TABLE>
3
<PAGE> 4
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.
FASTCOMM COMMUNICATIONS CORPORATION
Date: September 13, 2000
/s/ Mark H. Rafferty
------------------------------------
Name: Mark H. Rafferty
Title: Chief Financial Officer
4
<PAGE> 5
EXHIBIT LIST
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Securities Purchase Agreement by and among
FastComm Communications Corporation, and
certain Purchasers dated as of September 8,
2000.
10.1 Registration Rights Agreement made by
FastComm Communications Corporation, in
favor of the Investors listed therein dated
as of September 8, 2000.
10.2 Form of Prepaid Common Stock Purchaser
Warrants between FastComm Communications
Corporation in favor of certain Purchasers
listed thereon dated as of September 8,
2000.
10.3 Placement Agency Agreement between FastComm
Communications Corporation and Zanett
Securities Corporation, and affiliates dated
September 8, 2000.
10.4 Form of Stock Purchases and Incentive Stock
Purchases Warrant Agreement between FastComm
Communications Corporation and Zanett
Securities Corporation, and affiliates and
between FastComm and the Purchasers dated
September 8, 2000.
</TABLE>
5
