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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 3, 2000
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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)
ITEM 5 - OTHER EVENTS:
On March 3, 2000, the Company announced three unrelated financial
transactions improving the Company's capital structure: (i) Dimensional Fund
Advisors elected to convert its $3.4-million note, including accrued
interest, into Ramtron common shares at a conversion rate of $5.00 per share,
in accordance with the provisions of its July 1999 loan to the Company;
(ii) NTC Liquidating Trust filed a 13D/A7 report with the Securities and
Exchange Commission, disclosing that its beneficial ownership decreased
from 1,198,891 shares to 396,387 shares, or 2.83%, of Ramtron common stock; and
(iii) warrants issued from a private placement were exercised, representing
52,500 shares of common stock, at an exercise price of $10.81 per common share.
A copy of the Company's press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
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ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS:
(a) Financial Statements - Not Applicable
(b) Pro-Form Financial Information - Not Applicable
(c) Exhibits. The following exhibits are furnished as part of this
report:
Exhibit Description
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99.1 Press Release dated March 3, 2000.
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/ LuAnn D. Hanson
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LuAnn D. Hanson
Acting CFO
Dated March 17, 2000
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NEWS FOR RELEASE: CONTACT: Jeffrey Lee
Demer IR Counsel, Inc.
(925) 938-2678 x241
[email protected]
RAMTRON ANNOUNCES NOTE CONVERSION, 13D FILING AND WARRANT EXERCISES
COLORADO SPRINGS, CO - March 3, 2000-Ramtron International Corporation
(Nasdaq:RMTR), a leading developer of specialty memory products, today
announced three unrelated financial transactions that improve the company's
capital structure.
First, Dimensional Fund Advisors has elected to convert its $3.4-million note,
including accrued interest, into Ramtron common shares at a conversion rate of
$5.00 per share, in accordance with the provisions of its July 1999 loan to the
company. This note was due to be paid on July 31, 2000, but will now be
retired with the $3.4 million recorded as additional paid-in capital.
Second, the NTC Liquidating Trust recently filed a 13D/A7 report with the
Securities and Exchange Commission (SEC), disclosing that its beneficial
ownership has decreased from 1,198,891 shares to 396,387 shares, or 2.83%, of
Ramtron common stock. The NTC Liquidating Trust's remaining beneficial
ownership position includes warrants to purchase 372,243 common shares at an
exercise price of $5.00 per share with an expiration date of August 31, 2002.
Third, the first of the 14 investors in the company's $5.4-million private
placement that closed on December 13, 1999, has exercised 52,500 warrants, the
exercise price of which was $10.81 per common share, as specified in the
placement memorandum. Net proceeds to the company were $568,000, with 52,500
additional common shares being issued.
"We believe all of these changes in Ramtron's capital structure are beneficial
to our shareholders," said L. David Sikes, chairman and CEO of Ramtron. "We
continue to work diligently to strengthen our balance sheet and access the
capital required to grow our business."
About Ramtron
Ramtron International Corporation (Nasdaq:RMTR) is dedicated to the design,
development and sale of ferroelectric RAM "FRAM" (registered trademark) memory
products. The company also develops and markets high-speed enhanced DRAM
"EDRAM" (registered trademark) products through its subsidiary, Enhanced Memory
Systems Inc. Both companies are headquartered in Colorado Springs, Colorado.
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Except for historical information, the statements preceding are forward-looking
statements that involve risks and uncertainties. Investors are cautioned that
such statements are only predictions and the actual events or results may
differ materially. These forward-looking statements speak only as of this date.
The company undertakes no obligation to publicly release the results of any
revisions to the forward-looking statements made today to reflect events or
circumstances after today, or to reflect the occurrence of unanticipated
events.
"FRAM" and "EDRAM" are registered trademarks of Ramtron International
Corporation.
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