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
earliest event reported): Number:
January 27, 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 January 27, 2000, we closed a $15 million equity private placement
with RGC International Investors LDC ("RGC"). Pursuant to the terms of
securities purchase agreement, we issued RGC 15,000 shares of our Series P
convertible preferred stock (the "Series P Preferred Stock") and warrants to
purchase 375,000 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
to repay indebtedness, pay expenses related to the proposed merger transaction
with Trans Global Communications, Inc., and for general working capital.
The shares of Series P 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 P Preferred
Stock will automatically be converted into shares of common stock on January 26,
2003, subject to delay for specified events. The conversion price for the Series
P Preferred Stock is $12.04 until April 27, 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 P 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 35 trading days after the earlier
of:
o the first anniversary of the date the common stock issuable upon
conversion of the Series P Preferred Stock and 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 P Preferred Stock is convertible into a maximum of 5,151,871
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 P Preferred Stock and warrants is
registered is less than $9.375, provided that under no circumstances will the
Series P Preferred Stock be convertible into more than 7,157,063 shares of our
common stock. In addition, no holder may convert the Series P Preferred Stock or
exercise the 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.
We may be required to redeem the Series P Preferred Stock in the
following circumstances:
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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 P Preferred Stock and associated warrants with
the SEC by July 15, 2000;
o if we fail to timely honor conversions of the Series P Preferred Stock;
o if we fail to use our best efforts to maintain at least 6,000,000 shares
of common stock reserved for the issuance upon conversion of the Series P
Preferred Stock and associated warrants;
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 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 P Preferred Stock;
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 P Preferred Stock is no longer convertible into common
stock because it would result in an aggregate issuance of more than
5,151,871 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 5,151,871 limit above, the Series P
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 obtained stockholder approval of a higher
limit.
The holder of the Series P 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 P 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 P 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. A copy of the press release, dated January 28, 2000, issued by
us regarding the above-described transaction is attached as Exhibit 99.1 hereto.
(c) Exhibits.
4.1 Certificate of Designations, Preferences, and Rights of Series
P Convertible Preferred Stock of eGlobe (Incorporated by
reference to Exhibit 4.1 to Current Report on Form 8-K of
eGlobe filed on February 15, 2000).
4.2 Form of Warrant to purchase 375,000 shares of eGlobe common
stock, dated January 26, 2000 (Incorporated by reference to
Exhibit 4.2 to Current Report on Form 8-K of eGlobe filed on
February 15, 2000).
10.1 Securities Purchase Agreement, dated January 26, 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 February 15, 2000).
99.1 Press Release, dated January 28, 2000, regarding completion of
$15 million private placement (Incorporated by reference to
Exhibit 99.1 to Current Report on Form 8-K of eGlobe filed on
February 15, 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
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