SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Commission File Number:
earliest event reported):
MARCH 17, 2000 1-10210
EGLOBE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3486421
(State or other jurisdiction of (IRS Employer Identification
incorporation) Number)
1250 24TH STREET, NW, SUITE 725
WASHINGTON, D.C. 20037
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(202) 822-8981
(Former name or former address, if changed since last report)
NA
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EGLOBE, INC.
ITEM 5 OTHER EVENTS
On March 17, 2000, we closed a $4 million equity private placement with
RGC International Investors, LDC ("RGC"), which made a $15 million investment in
us on January 26, 2000. Pursuant to the terms of a securities purchase
agreement, we issued RGC 4,000 shares of our Series Q convertible preferred
stock (the "Series Q Preferred Stock") and warrants (the "Series Q Warrants") to
purchase 100,000 shares of our common stock with a per share exercise price
equal to $12.04, subject to adjustment for issuances of shares of our common
stock below market price. We intend to use the proceeds of the private placement
for general working capital.
The Series Q securities purchase agreement also provides that we are
obligated to issue up to 6,000 additional shares of our Series Q Preferred Stock
and warrants to purchase an additional 150,000 shares of our common stock to RGC
for an additional $6,000,000 at a second closing to be completed within 5
business days of the satisfaction of the closing conditions. The primary
condition to the second closing is the effectiveness of a registration statement
registering the resale of common stock underlying the Series Q Preferred Stock
and the Series Q Warrants and the preferred stock and warrants issued in January
(the "January Stock and Warrants").
The shares of Series Q Preferred Stock carry an effective annual yield
of 5% (payable in kind at the time of conversion) and are convertible, at the
holder's option, into shares of common stock. The shares of Series Q Preferred
Stock will automatically be converted into shares of common stock on March 15,
2003, subject to delay for specified events. The conversion price for the Series
Q Preferred Stock is $12.04 until April 26, 2000, and thereafter is equal to the
lesser of:
o the five day average closing price of our common stock on Nasdaq during
the 22-day period prior to conversion, and
o $12.04.
We can force a conversion of the Series Q Preferred Stock on any trading day
following a period in which the closing bid price of our common stock has been
greater than $24.08 for a period of at least 20 trading days after the earlier
of:
o the first anniversary of the date the common stock issuable upon
conversion of the Series Q Preferred Stock and Series Q Warrants is
registered for resale, and
o the completion of a firm commitment underwritten public offering with
gross proceeds to us of at least $45 million.
The Series Q Preferred Stock is convertible into a maximum of 3,434,581
shares of common stock. This maximum share amount is subject to increase if the
average closing bid prices of our common stock for the 20 trading days ending on
the later of June 30, 2000 and the 60th calendar day after the common stock
issuable upon conversion of the Series Q Preferred Stock and Series Q Warrants
is registered is less than $9.375, provided that under no circumstances will the
Series Q Preferred Stock be convertible into more than 7,157,063 shares of our
common stock. In addition, no holder may convert the Series Q Preferred Stock
or exercise the Series Q Warrants it owns for any shares of common stock that
would cause it to own following such conversion or exercise in excess of 4.9% of
the shares of our common stock then outstanding.
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We may be required to redeem the Series Q Preferred Stock under certain
circumstances:
o if we fail to timely file all reports required to be filed with the SEC in
order to become eligible and maintain our eligibility for the use of SEC
Form S-3;
o if we fail to register the shares of common stock issuable upon conversion
of the Series Q Preferred Stock and associated warrants with the SEC by
July 15, 2000;
o if we fail to timely honor conversions of the Series Q Preferred Stock;
o if we fail to use our best efforts to maintain at least 4,000,000 shares of
common stock reserved for the issuance upon conversion of the Series Q
Preferred Stock and associated warrants;
o if we or any of our subsidiaries make an assignment for the benefit of
creditors or become involved in bankruptcy, insolvency, reorganization or
liquidation proceedings;
o if we merge out of existence without the surviving company assuming the
obligations relating to the Series Q Preferred Stock;
o if we fail to issue irrevocable instructions to our transfer agent to issue
common stock certificates for conversion shares and warrant shares;
o if our common stock is no longer listed on the Nasdaq National Market,
which is where our common stock is listed at present, or if we cease to be
listed on the Nasdaq National Market, our common stock is not alternatively
listed on the Nasdaq SmallCap Market, the New York Stock Exchange or the
American Stock Exchange;
o if the Series Q Preferred Stock is no longer convertible into common stock
because it would result in an aggregate issuance of more than 3,434,581
shares of common stock, as such number may be adjusted, and we have not
waived such limit; or
o if, assuming we have waived the 3,434,581 limit above, the Series Q
Preferred Stock is no longer convertible into common stock because it would
result in an aggregate issuance of more than 7,157,063 shares of our common
stock and we have not waived such limit or obtained stockholder approval at
a higher limit.
The holder of the Series Q Preferred Stock has advised us that it has
no present intention to exercise its right to demand redemption by virtue of the
second circumstance described above so long as the registration statement is
declared effective by August 31, 2000.
The foregoing description of the Series Q Preferred Stock private
placement does not purport to be complete and is qualified in its entirety by
reference to (a) the Certificate of Designations, Rights and Preferences of
Series Q Convertible Preferred Stock, filed as Exhibit 4.1 hereto, (b) the form
of Warrant, filed as Exhibit 4.2 hereto, and (c) the Securities Purchase
Agreement, filed as Exhibit 10.1 hereto, each of which is incorporated herein by
reference.
(c) Exhibits.
4.1 Certificate of Designations, Preferences, and Rights of Series Q
Convertible Preferred Stock of eGlobe (Incorporated by reference to
Exhibit 4.1 to Current Report on Form 8-K of eGlobe filed on March
23, 2000).
4.2 Form of Warrant to purchase 100,000 shares of eGlobe common stock,
dated March 15, 2000 (Incorporated by reference to Exhibit 4.2 to
Current Report on Form 8-K of eGlobe filed on March 23, 2000).
10.1 Securities Purchase Agreement, dated March 15, 2000, between eGlobe,
Inc. and RGC International Investors, LDC (Incorporated by reference
to Exhibit 10.1 to Current Report on Form 8-K of eGlobe filed on
March 23, 2000).
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SIGNATURE
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.
eGLOBE, INC.
(Registrant)
By /s/ David Skriloff
--------------------------------
David Skriloff
Chief Financial Officer
Principal Financial Officer)
Date: August 18, 2000
