SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-C
Report by Issuer of Securities Quoted on NASDAQ
Interdealer Quotation System
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and Rule 13a-17
or 15d-17 thereunder
VERSUS TECHNOLOGY, INC.
2320 West Aero Park Court
Traverse City, Michigan 49686
(616) 946-5868
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: common stock, $0.01 par value
2. Number of shares outstanding before the change: 4,160,780
3. Number of shares outstanding after the change: 18,835,697
4. Effective date of change:
September 29, 1995 (with respect to 11,315,250 shares)
October 5, 1995 (with respect to 3,359,667 shares)
5. Method of change: issuance of additional shares
Give brief description of transactions: issuance of additional
shares to accredited investors pursuant to a private placement.
October 6, 1995 VERSUS TECHNOLOGY, INC.
By:
Gary T. Gaisser, President
<PAGE>
PLACEMENT AGENT
WARRANT
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF VERSUS TECHNOLOGY, INC.
(THE "COMPANY") THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY: (1) TO THE COMPANY (UPON
REPURCHASE THEREOF OR OTHERWISE), (2) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, AS THE SAME MAY BE AMENDED FROM
TIME TO TIME, PROVIDED THAT THE CONDITIONS OF REGULATION S
FOR RESALES HAVE BEEN SATISFIED, (4) PURSUANT TO AN
EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 (IF
AVAILABLE) UNDER THE SECURITIES ACT, AS THE SAME MAY BE
AMENDED FROM TIME TO TIME, (5) IN RELIANCE ON ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, AND SUBJECT TO THE RECEIPT BY THE COMPANY OF
AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER DOES
NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT, OR (6)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
Warrant No. P-95-3 Number of Shares: Up to
(replacing Warrants No. P-95-1 1,027,244.19
and P-95-2)
Price: $0.20
Date of Issuance: Sept. 29, 1995 (subject to adjustment)
VERSUS TECHNOLOGY, INC.
VERSUS TECHNOLOGY, INC., a Delaware corporation (the
"Company"), for value received, hereby certifies that BDS Capital
Holds, L.L.C., or its registered assigns (the "Registered
Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company, at any time or from time to time on or
after September 29, 1995 and on or before September 28, 2000 at
not later than 5:00 p.m. (New York City time), up to 1,027,244.19
shares of the common stock, $.01 par value, of the Company
("Common Stock"), at a purchase price of $0.20 per share. The
shares purchasable upon exercise of this Warrant, and the
purchase price per share, each as adjusted from time to time
pursuant to the provisions of this Warrant, are hereinafter
referred to as the "Warrant Shares" and the "Purchase Price,"
respectively.
1. Exercise.
(a) Subject to the requirements of Section 4,
this Warrant may be exercised by the Registered Holder, in whole
or in part, by surrendering this Warrant, with the purchase form
appended hereto as Exhibit I duly executed by such Registered
Holder or by such Registered Holder's duly authorized attorney,
at the principal office of the Company, or at such other office
or agency as the Company may designate, accompanied by payment in
full, in lawful money of the United States, of the Purchase Price
payable in respect of the number of shares of Warrant Shares
purchased upon such exercise.
(b) Each exercise of this Warrant shall be deemed
to have been effected immediately prior to the close of business
on the day on which this Warrant shall have been surrendered to
the Company as provided in subsection 1(a) above. At such time,
the person or persons in whose name or names any certificates for
Warrant Shares shall be issuable upon such exercise as provided
in subsection 1(c) below shall be deemed to have become the
holder or holders of record of the Warrant Shares represented by
such certificates.
(c) As soon as practicable after the exercise of
this Warrant in full or in part, and in any event within 10 days
thereafter, the Company, at its expense, will cause to be issued
in the name of, and delivered to, the Registered Holder, or such
Holder (upon payment by such Holder of any applicable transfer
taxes) as the Holder may direct:
(i) a certificate or certificates for the
number of full Warrant Shares to which such Registered Holder
shall be entitled upon such exercise plus, in lieu of any
fractional share to which such Registered Holder would otherwise
be entitled, cash in an amount determined pursuant to Section 3
hereof; and
(ii) in case such exercise is in part only,
a new warrant or warrants (dated the date hereof) of like tenor,
calling in the aggregate on the face or faces thereof for the
number of Warrant Shares equal (without giving effect to any
adjustment therein) to the number of such shares called for on
the face of this Warrant minus the number of such shares
purchased by the Registered Holder upon such exercise as provided
in subsection 1(a) above.
2. Adjustments
(a) Effect of stock changes. If, at any time or
from time to time the Company, by stock dividend, stock split,
subdivision, reverse split, consolidated, reclassification of
shares, or other similar structural change, changes as a whole
its outstanding Common Stock into a different number or class of
shares, then, immediately upon the occurrence of the change:
(i) the class of shares into which the
Common Stock has been changed shall replace the Common Stock, for
the purposes of this Warrant and the terms and conditions hereof,
so that the registered owner or owners of this Warrant shall be
entitled to receive, and shall receive upon exercise of this
Warrant, shares of the class of stock into which the Common Stock
had been changed;
(ii) the number of shares purchasable upon
exercise of this Warrant shall be proportionately adjusted (for
example, if the outstanding Common Stock of the Corporation is
converted into X stock at the rate of one (1) share of Common
Stock into three (3) shares of X stock, and prior to the change
the registered owner or owners of this Warrant were entitled,
upon exercise of this Warrant, to purchase one hundred shares of
Common Stock, then the registered owner or owners shall, after
the change, be entitled to purchase three hundred shares of X
stock for the total same exercise price that the owner or owners
had to pay prior to the change to purchase the one hundred shares
of Common Stock); and
(iii) the purchase price per share shall be
proportionately adjusted. (In the above example, the purchase
price per share would be reduced by two-thirds).
Irrespective of any adjustment or change in the number or
class of shares purchasable under this or any other Warrant of
like tenor, or in the purchase price per share, this Warrant, as
well as any other warrant of like tenor, may continue to express
the purchase price per share and the number and class of shares
purchasable upon exercise of this Warrant as the purchase price
per share and the number and class of shares purchasable were
expressed in this Warrant when it was initially issued.
(b) Effect of merger. If at any time while this
Warrant is outstanding another corporation merges into the
Company, the registered owner or owners of this Warrant shall be
entitled, immediately after the merger becomes effective and upon
exercise of this Warrant, to obtain the same number of shares of
Common Stock of the Company (or shares into which the Common
Stock has been changed as provided in the paragraph of this
Warrant covering changes) to which the owner or owners were
entitled upon the exercise hereof to obtain immediately before
the merger became effective at the same exercise price. The
Company shall take any and all steps necessary in connection with
the merger to assure that sufficient shares of Common Stock to
satisfy all conversion and purchase rights represented by
outstanding convertible securities, options and warrants,
including this Warrant, are available so that these convertible
securities, options and warrants, including this Warrant, may be
exercised.
(c) Effect of consolidation or sale.
Notwithstanding any provision of this Warrant concerning the
callability of this Warrant, if the Company consolidates with or
merges into another corporation or other entity in a transaction
in which the Company is not the surviving corporation, or
receives an offer to purchase or lease all or substantially all
of the assets of the Company or an offer to purchase forty-five
percent (45%) or more of the issued and outstanding Common Stock
of the Company, or if all or substantially all of the assets of
the Company are sold or leased or forty-five percent (45%) or
more of the issued and outstanding Common Stock of the Company is
purchased by any person or group of persons acting in concert,
then this Warrant shall be called by the Company on the Effective
Date of such consolidation or merger or asset sale, or in the
case of an offer to purchase forty-five percent (45%) of the
Company's Common Stock, on the date such offer is made in writing
to the Company. The right to exercise this Warrant shall
terminate when it is called. The call price shall be determined
by the board of directors of the Company in accordance with the
provisions of the second and third sentences of paragraph 3
hereof as of the time the event triggering the call occurs, or
the value of the securities or the other consideration that shall
be received in the transaction by the owner of a number of
outstanding shares of Common Stock equal to the number of shares
purchasable upon exercise of this Warrant. This call price shall
be payable not later than sixty (60) days after the effective
date of the call to the registered owner or owners of this
Warrant upon its surrender for cancellation at the offices of the
Company, together with the transfer or assignment form which
forms a part hereof, duly completed and executed in blank.
(d) Dissolution. In the event that a voluntary
or involuntary dissolution, liquidation or winding up of the
Company (other than in connection with a merger where the Company
is the surviving corporation as covered in this Warrant, or a
merger or consolidation with or into another corporation, a sale
or lease of all or substantially all of the assets of the
Company, or a sale of a specified portion or percentage of its
stock as covered in this Warrant) is at any time proposed during
the term of this Warrant, the Company shall give written notice
to the registered owner or owners of this Warrant at least thirty
(30) days prior to the record date of the proposed transaction.
The notice must contain:
(i) the date on which the transaction is to
take place;
(ii) the record date (which must be at least
thirty (30) days after the giving of the notice) as of which
holders of the Common Stock entitled to receive distributions as
a result of the transaction shall be determined;
(iii) a brief description of the
transaction;
(iv) a brief description of the
distributions, if any, to be made to holders of the Common Stock
as a result of the transaction; and
(v) an estimate of the fair market value of
the distributions.
On the date of the transaction, if it actually occurs, this
Warrant and all rights existing under this Warrant shall
terminate.
3. Fractional Shares. The Company shall not be
required upon the exercise of this Warrant to issue any
fractional shares, but shall pay in cash an amount determined by
multiplying the fraction to which the Holder is entitled by the
fair market value of the Common Stock on the date of exercise.
Should the Common Stock then be traded on an Exchange or quoted
on a quotation system for which a last sale reporting system is
in effect, the reported last sale on the exercise date shall be
deemed to be such fair market value. If the Common Stock is
quoted on a quotation system without last sale reporting, the
fair market value shall be deemed to be the highest bid price of
any broker/dealer regularly making a market in the Common Stock
on the exercise date. In all other cases fair market value shall
be as determined in good faith by the Company.
4. Certain Requirements for Transfer and Exercise.
(a) In the absence of an effective Registration
Statement under the Securities Act of 1933, as amended (the
"Act"), it shall be a condition to any transfer or any exercise
of this Warrant that the Issuer shall have received, at the time
of such transfer or exercise:
(i) A representation in writing from the
proposed transferee that the Warrant is being transferred or the
Common Stock being purchased is being acquired for investment and
not with a view to any sale or distribution thereof which would
constitute or result in a violation of the Act;
(ii) an opinion of counsel, which opinion is
reasonably satisfactory to the Issuer, that the transaction shall
not result in a violation of state or federal securities laws.
(b) In such case, each certificate representing
the Warrant or the Warrant Shares shall bear a legend
substantially in the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF VERSUS TECHNOLOGY, INC.
(THE "COMPANY") THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY: (1) TO THE COMPANY (UPON
REPURCHASE THEREOF OR OTHERWISE), (2) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, AS THE SAME MAY BE AMENDED FROM
TIME TO TIME, PROVIDED THAT THE CONDITIONS OF REGULATION S
FOR RESALES HAVE BEEN SATISFIED, (4) PURSUANT TO AN
EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 (IF
AVAILABLE) UNDER THE SECURITIES ACT, AS THE SAME MAY BE
AMENDED FROM TIME TO TIME, (5) IN RELIANCE ON ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, AND SUBJECT TO THE RECEIPT BY THE COMPANY OF
AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER DOES
NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT, OR (6)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
5. No Impairment. The Company will not, by amendment
of its charter or through reorganization, consolidation, merger,
dissolution, sale of assets or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to
protect the rights of the holder of this Warrant against
impairment.
6. Reservation of Stock. The Company will at all
times reserve and keep available, solely for issuance and
delivery upon the exercise of this Warrant, such number of
Warrant Shares and other stock, securities and property as from
time to time shall be issuable upon the exercise of this Warrant.
7. Exchange of Warrants. Upon the surrender by the
Registered Holder of any Warrant or Warrants, properly endorsed,
to the Company at the principal office of the Company, the
Company will, subject to the provisions of Section 4 hereof,
issue and deliver to or upon the order of such Holder, at the
Company's expense, a new Warrant or Warrants of like tenor, in
the name of such Registered Holder or as such Registered Holder
(upon payment by such Registered Holder of any applicable
transfer taxes) may direct.
8. Replacement of Warrants. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and (in the case of
loss, theft or destruction) upon delivery of an indemnity
agreement (with surety if reasonably required in an amount
reasonably satisfactory to the Company), or in the case of
mutilation upon surrender and cancellation of this Warrant, the
Company will issue, in lieu thereof, a new Warrant of like tenor.
9. Transfers, etc.
(a) The Company will maintain a register
containing the names and addresses of the Registered Holders of
this Warrant. Any Registered Holder may change its or his
address as shown on the warrant register by written notice to the
Company requesting such change.
(b) Subject to the provisions of Section 4
hereof, this Warrant and all rights hereunder are transferable,
in whole or in part, upon surrender of this Warrant with a
properly executed assignment (in the form of Exhibit II hereto)
at the principal office of the Company.
(c) Until any transfer of this Warrant is made in
the warrant register, the Company may treat the Registered Holder
of this Warrant as the absolute owner hereof for all purposes;
provided, however, that if and when this Warrant is properly
assigned in blank, the Company may (but shall not be obligated
to) treat the bearer hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary.
10. Required Notices. The Company shall give the
Registered Holder such notices as it may, from time to time, be
required to give the holders of the Common Stock, as if the
Registered Holder was a holder of Common Stock at the time such
notices are required to be given. The Company shall also give
the Registered Holder written notice of: (i) each adjustment of
the Purchase Price or other warrant item made pursuant to Section
2 hereof; and (ii) of each dividend and distribution payable with
respect to any security which may be acquired by exercise of the
Warrant, at least ten (10) business days prior to the record date
for such dividend or distribution so that the Registered Holder
may exercise the warrant and participate in the dividend or
distribution.
11. Mailing of Notices, etc.. All notices and other
communications from the Company to the Registered Holder of this
Warrant shall be mailed by first-class certified or registered
mail, postage prepaid, to the address furnished to the Company in
writing by the last Registered Holder of this Warrant who shall
have furnished an address to the Company in writing. All notices
and other communications from the Registered Holder of this
Warrant or in connection herewith to the Company shall be mailed
by first class certified or registered mail, postage prepaid, to
the Company at its principal office set forth below. If the
Company should at any time change the location of its principal
office to a place other than as set forth below, it shall give
prompt written notice to the Registered Holder of this Warrant
and thereafter all references in this Warrant to the location of
its principal office at the particular time shall be as so
specified in such notice.
Versus Technology, Inc.
Attention: Chief Financial Officer
2320 West Aero Park Court
Traverse City, Michigan 49686
12. No Rights as Stockholder. Until the exercise of
this Warrant, the Registered Holder of this Warrant shall not
have or exercise any rights by virtue hereof as a stockholder of
the Company.
13. Change or Waiver. Any term of this Warrant may be
changed or waived only by an instrument in writing signed by the
party against which enforcement of the change or waiver is
sought.
14. Headings. The headings in this Warrant are for
purposes of reference only and shall not limit or otherwise
affect the meaning of any provision of this Warrant.
15. Governing Law. This Warrant will be governed by
and construed in accordance with the laws of the State of
Delaware.
VERSUS TECHNOLOGY, INC.
(CORPORATE SEAL)
By:
Gary T. Gaisser, President
ATTEST:
Leslie L. Guernsey, Secretary
EXHIBIT I
PURCHASE FORM
To: VERSUS TECHNOLOGY, INC. Dated:
The undersigned, pursuant to the provisions set forth
in the attached Warrant (No. ), hereby irrevocably elects to
purchase shares of the Common Stock, $.01 par value, of
Versus Technology, Inc. covered by such Warrant and herewith
makes payment of $ , representing the full purchase
price for such shares at the price per share provided for in such
Warrant.
Holder:
Address:
EXHIBIT II
ASSIGNMENT FORM
FOR VALUE RECEIVED,
hereby sells, assigns and transfers all of the rights of the
undersigned under the attached Warrant (No. ) with respect to
the number of shares of Versus Technology, Inc. Common Stock,
$.01 par value, covered thereby set forth below, unto:
Name of Assignee Address No. of Shares
Dated:
Signature:
Dated:
Witness:
