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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 10, 2000
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MIGRATEC, INC.
(Exact name of registrant as specified in charter)
FLORIDA 33-28809-A 65-0125664
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
12801 STEMMONS FREEWAY
SUITE 710
DALLAS, TX 75234
(Address of Principal Executive Offices)(Zip Code)
(972) 969-0300
(Registrant's telephone
number, including area code)
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ITEM 5. OTHER EVENTS.
Private Financing
On January 25, 2000 (the "Initial Closing"), the Registrant closed the
first stage of a potential three-stage private financing of the Registrant by MT
Partners, L.P., an affiliate of Cardinal Investment Company, Inc., and Mercury
Fund No. 1, Ltd., an affiliate of Mercury Ventures, Ltd. (collectively, the
"Investors").
At the Initial Closing, the Investors entered into a Note and Warrant
Purchase Agreement with the Registrant (the "Agreement") pursuant to which the
Investors agreed to provide up to $3,750,000 of private financing to the
Registrant pursuant to convertible secured promissory notes of the Registrant
(the "Notes"). Pursuant to the Agreement, at the Initial Closing, the Investors
provided $1,250,000 of initial financing to the Registrant. Pursuant to the
Agreement, the Investors may also, at their election, provide up to $1,250,000
of additional financing to the Registrant on or before March 31, 2000 and up to
an additional $1,250,000 of financing to the Registrant on or before April 30,
2000.
The Notes are convertible at any time, at the election of the Investors,
into shares of the Registrant's common stock, no par value per share (the
"Common Stock"), on the basis of one share of Common Stock for each $.125 in
principal amount of the Notes outstanding at the time of conversion. The Notes
do not accrue interest. The Agreement requires the Registrant to use its best
efforts to create, as soon as practical and in any event by June 30, 2000, a new
series of preferred stock designated as Convertible Preferred Stock, Series A,
$.01 par value per share (the "Series A Preferred Stock"), into which the Notes
will be convertible. Upon the creation of the Series A Preferred Stock, the
Notes automatically convert into such Series A Preferred Stock on the basis of
one share of Series A Preferred Stock for each $.125 in principal amount of
Notes outstanding at the time of conversion. Shares of Series A Preferred Stock
will be convertible into shares of Common Stock at the initial conversion rate
of one share of Common Stock for each share of Series A Preferred Stock
converted. As of March 9, 2000, the Notes may be converted, at the election of
the Investors, into 10,000,000 shares of Common Stock. If the Investors provide
$3,750,000 of financing to the Registrant under the Agreement, the maximum
amount of funding that may be provided to the Registrant under the Agreement,
the Notes will be convertible into an aggregate of 30,000,000 shares of Common
Stock.
Pursuant to the Agreement, the Registrant also agreed to issue to the
Investors warrants to purchase shares of Common Stock. At the Initial Closing,
the Registrant issued to the Investors warrants to purchase up to an aggregate
of 2,000,000 shares of Common Stock. Pursuant to the Agreement, the Registrant
also agreed to issue to the Investors additional warrants to purchase up to the
number of shares of Common Stock equal to the product of 4,000,000 times a
fraction, the numerator of which is the amount of additional financing provided
by the Investors to the Registrant pursuant to the Agreement and the denominator
of which is $2,500,000. If the Investors provide $3,750,000 of funding to the
Registrant under the Agreement, the maximum amount of funding that
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may be provided to the Registrant under the Agreement, the Investors will
receive warrants to purchase a total of 6,000,000 shares of Common Stock. All of
such warrants are exercisable for a period of 5 years from the date of issuance
and have an exercise price of $0.20 per share.
The following capitalization table reflects the capitalization of the
Registrant as of the Initial Closing and on a pro forma basis assuming the
closing of the maximum funding under the Agreement.
<TABLE>
<CAPTION>
As of Maximum
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January 25, 2000 Funding
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<S> <C> <C>
Number of shares of Common Stock
issued and outstanding 72,273,186 72,273,186(1)
Number of shares of Common Stock
issuable upon conversion of Notes 10,000,000 30,000,000
Number of shares of Common Stock
underlying outstanding warrants 15,915,085 19,915,085
Number of shares of Common Stock
underlying outstanding options(2) 8,233,945 13,668,745
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Total 106,422,216 135,957,016
</TABLE>
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(1) The number of shares of Common Stock issued and outstanding as of March 9,
2000 was 78,659,530.
(2) This number excludes approximately 1,565,200 shares of Common Stock
reserved and available for issuance to employees, officers, directors and
consultants under the Company's Long-Term Incentive Plan.
Simultaneous with the Initial Closing of the Agreement, the Board of
Directors of the Registrant elected Drew Johnson of Cardinal Investment Company,
Inc. and Kevin Howe of Mercury Ventures, Ltd. as members of the Registrant's
Board of Directors.
Hiring of Chief Financial Officer
On March 9, 2000, the Registrant issued the attached press release
announcing the hiring of Ulrich Brechbuhl as the Registrant's Chief Financial
Officer.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
<TABLE>
<CAPTION>
Sequential Page Number
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<S> <C>
(99) Other Exhibits
99.1 Press Release 6
</TABLE>
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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.
MIGRATEC, INC.
DATE: March 9, 2000 BY: /s/ W. Curtis Overstreet
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W. Curtis Overstreet
President
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EXHIBIT
INDEX
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Press Release
</TABLE>
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
MIGRATEC, INC. HIRES NEW CHIEF FINANCIAL OFFICER
DALLAS, TEXAS - March 9, 2000 - MigraTEC, Inc., the Dallas-based developer and
marketer of leading-edge software tools, announced today that it has hired Mr.
Ulrich Brechbuhl as its Chief Financial Officer. Mr. Brechbuhl joins MigraTEC
from Thayer Aerospace, L.L.C., a Wichita, Kansas-based company with annual
revenues of $65 million. Mr. Brechbuhl is a founding partner of Thayer and has
served as its Chief Financial Officer since October 1997. While at Thayer, Mr.
Brechbuhl oversaw the completion of five acquisitions, raised over $90 million
of capital and was responsible for establishing and maintaining strategic
customer relationships.
Prior to joining Thayer, Mr. Brechbuhl worked as a consultant and manager
with Bain & Company, Inc. in Dallas, Texas for four years. While at Bain, Mr.
Brechbuhl led consulting teams for major companies in a variety of industries to
develop growth strategies, value business opportunities, reengineer processes
and enhance profits.
Mr. Brechbuhl earned a Bachelor of Science degree in engineering and
graduated with highest distinction from the United States Military Academy, West
Point, New York. He earned a Master's degree from the Harvard Graduate School of
Business Administration.
"We are very pleased to welcome Ulrich Brechbuhl to the company. He will be
a tremendous asset to our senior management," said Curtis Overstreet, President
and Chief Executive Officer of MigraTEC.
MORE ABOUT MIGRATEC
Based in Dallas, Texas, MigraTEC, Inc. develops and markets leading-edge
software tools and technology solutions to its business partners and customers.
MigraTEC's technology automates upgrades of software applications, including 32
to 64-bit, and migrations to advanced operating systems, thereby saving
customers significant time and money. MigraTEC, Inc. is publicly traded on the
OTC Bulletin Board under the symbol "MIGR."
For more information, contact MigraTEC, Inc. at 12801 Stemmons Freeway,
Suite 701, Dallas, Texas, 75234; telephone (972) 969-0300; fax (972) 969-0371;
web address www.migratec.com.
The statements contained in this release that are not purely historical are
forward-looking statements that may involve risks and uncertainties. The
Company's actual results may differ significantly from the results contained in
the forward-looking statements. These risk factors are discussed in the
Company's filings on Forms 8-K, 10-QSB and 10-KSB.
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