SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): December 23, 1997
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RAMTRON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of or other jurisdiction of incorporation or organization)
0-17739
(Commission File Number)
84-0962308
(I.R.S. Employer Identification Number)
1850 Ramtron Drive, Colorado Springs, Colorado 80921 (719) 481-7000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ITEMS 1 - 4 - Not Applicable
ITEM 5 - OTHER EVENTS:
COMMON STOCK PLACEMENT
Pursuant to the terms of three Stock Purchase Agreements, each dated as of
December 23, 1997, (collectively, the "Common Stock Agreement"), the
Company issued and sold in a private placement to certain investment funds
800,000 shares of restricted Common Stock at an issue price of $4.93 per
share (the "Common Stock Purchase Price"). Such Common Stock Purchase Price
was based on a 15% discount to the average closing bid price for the Company's
common stock as reported on the Nasdaq National Market during the five trading
day period immediately prior to the date of the Stock Purchase Agreement,
resulting in aggregate gross proceeds to the Company of $3,944,000 (the
"Common Stock Placement").
Subject to certain exceptions, if, during the twelve-month period following
the closing of such transaction, the Company sells any shares of Common Stock
for an issue price lower than the Common Stock Purchase Price, the purchase
price per share of such Common Stock shall be adjusted downward to equal such
lower issue price. Any such adjustment would be effected by issuing
additional shares of Common Stock to the holders who purchased in the Common
Stock Placement. No adjustment will be required in the event of sales of
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shares of Common Stock by the Company (i) upon conversion or exercise of any
options or warrants outstanding on the date of the Common Stock Agreement, or
(ii) pursuant to the provisions of any shareholder approved employee benefit
or incentive plan heretofore or hereafter adopted by the Company. Whether or
not any adjustment will be necessary in the future will depend upon factors
which cannot be predicted by the Company at this time including, among others,
the future market price of the Company's Common Stock.
The placement agents for the Private Placement described above were Cappello
Capital Corp. and CEA Montgomery, LLP (the "Placement Agents"). In
consideration for placing such securities, the Placement Agents received
aggregate cash compensation of 8.5% of the gross proceeds received by the
Company and the reimbursement of certain expenses. Further, the Company also
issued to the Placement Agents warrants to acquire an aggregate of 80,000
shares of Common Stock with an exercise price of $4.93 per share (the "Common
Stock Warrants") which expire in December 2002.
The Company estimates that the aggregate net proceeds received by it from the
issuance of shares of Common Stock in the Private Placement will be
approximately $3,500,000 (after cash fees to the Placement Agents and
estimated transaction expenses). The Company intends to use such funds for
working capital purposes and in the continued research and development,
manufacturing, and marketing of its ferroelectric random access memory (FRAM
(registered trademark) and enhanced dynamic random access memory (EDRAM)
technologies.
ITEM 6 - 7 - Not Applicable
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.
RAMTRON INTERNATIONAL CORPORATION
By: /S/ Richard L. Mohr
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Richard L. Mohr
Executive Vice President and CFO
Date: December 23, 1997
