UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): May 13, 1999
XATA Corporation
(Name of small business issuer in its charter)
Minnesota 0-27166 41-1641815
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
151 East Cliff Road, Burnsville, MN 55337
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 612-894-3680
(Former name, former address and former fiscal year, if changed since last
report): N/A
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TABLE OF CONTENTS
Item 5. Other Events ..........................................................1
Item 7. Exhibits ..............................................................2
SIGNATURES ....................................................................3
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ITEM 5. OTHER EVENTS
During May 1999 XATA Corporation (the Company) sold 46,667 shares of
Series A 8% Convertible Preferred Stock to XATA Investment Partners, LLC and to
qualified investors. The LLC is not, in any way, a part of the Company. The sale
was a private placement with a sale price of $15.00 per share. The preferred
stock is convertible into the Company's common stock a ratio of one (1) share of
preferred for ten (10) shares of common. In the event that the Corporation's
common stock is no longer traded in the Nasdaq National Market, and the average
closing sale price (or average of the bid-ask prices if there is no sale price)
per share of the common stock is less than $1.50 during the thirty (30) trading
days following the earlier of the Corporation's first public announcement of
such delisting or the effective date of delisting, then the conversion price
shall equal such average lower price effective upon the 31st day. In no event
will the adjusted conversion price result in an issuance of common stock equal
to or greater than 20% of the pre-conversion shares outstanding.
On May 27, 1999 the Company was advised by the Nasdaq-Amex Market Group
that effective June 1, 1999 its stock would begin trading on the Nasdaq SmallCap
Market.
1
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ITEM 7. EXHIBITS
99.1 Press Release on Sale of Preferred Stock
99.2 Press Release on Sale of Additional Preferred Stock
99.3 Press Release on Move to Nasdaq SmallCap
2
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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.
Dated: February 10, 1999. XATA CORPORATION
By /s/ Gary C. Thomas
Gary C. Thomas, Chief
Financial Officer (Principal
accounting and financial officer)
3
ITEM 7. EXHIBIT 99.1
FOR IMMEDIATE RELEASE CONTACT:
- --------------------- Gary C. Thomas
Chief Financial Officer
XATA Corporation
612-894-3680
XATA CORPORATION COMPLETES PRIVATE PLACEMENT
OF CONVERTIBLE PREFERRED STOCK
MINNEAPOLIS, May 14, 1999--XATA Corporation (Nasdaq/NMS: XATA), a supplier of
onboard technology for transportation companies, announced today that it has
completed the private placement of $600,000 of Series A convertible preferred
stock. The shares were sold to XATA Investment Partners, LLC.
The Series A convertible preferred stock pays an eight-percent dividend
and may be converted into XATA common stock. The conversion price will be in the
range of $1.50 per common share.
"XATA will use the proceeds from the sale of the convertible
preferred stock primarily to fund the development of the next generation of its
onboard technology for transportation companies," said Edward T. Michalek,
XATA's president and chief executive officer.
"The successful private placement complements the recently completed
sale of a non-core business unit, our reduced overhead and headcount, an
increased sales order backlog, a realignment of management responsibilities and
our return to profitability," said Stephen A. Lawrence, chairman and a member of
the investment partnership. "We are now better positioned to capitalize on our
potential and increase shareholder value."
XATA Corporation is the leading provider of onboard technology to the
transportation industry. XATA ONBOARD is the most powerful, advanced, yet
user-friendly onboard computer system on the market. XATA ONBOARD seamlessly
combines onboard computing, real-time communications, global positioning and
fleet management software to provide an enterprise-wide logistics management
solution for America's largest fleets. The Internet address for XATA is
http://www.xata.com.
###
ITEM 7. EXHIBIT 99.2
FOR IMMEDIATE RELEASE CONTACT:
- --------------------- Gary C. Thomas
Chief Financial Officer
XATA Corporation
612-894-3680
XATA CORPORATION COMPLETES PRIVATE PLACEMENT
OF ADDITIONAL $100,000 IN CONVERTIBLE PREFERRED STOCK
MINNEAPOLIS, May 28, 1999--XATA Corporation (Nasdaq/NMS: XATA), a supplier of
onboard technology for transportation companies, announced today that it has
completed the private placement of an additional $100,000 of Series A
convertible preferred stock. The shares were sold to investors who met the
Company's qualification requirements.
The Series A convertible preferred stock pays an eight-percent dividend
and may be converted into XATA common stock. The conversion price will be in the
range of $1.50 per common share.
"This completes our planned sale of the Series A convertible preferred
stock," said Edward T. Michalek, XATA's president and chief executive officer.
"This, along with the sale of 40,000 shares earlier this month, will
fund the development of the next generation of our onboard technology for
transportation companies," said Michalek.
XATA Corporation is the leading provider of onboard technology to the
transportation industry. XATA ONBOARD is the most powerful, advanced, yet
user-friendly onboard computer system on the market. XATA ONBOARD seamlessly
combines onboard computing, real-time communications, global positioning and
fleet management software to provide an enterprise-wide logistics management
solution for America's largest fleets. The Internet address for XATA is
http://www.xata.com.
###
ITEM 7. EXHIBIT 99.3
FOR IMMEDIATE RELEASE CONTACT:
- --------------------- Gary C. Thomas
Chief Financial Officer
XATA Corporation
612-894-3680
XATA MOVES TO SMALL CAP
MINNEAPOLIS, May 27, 1999--XATA Corporation (Nasdaq: XATA) today announced that
effective June 1, 1999, the Company's stock listing will be transferred to the
Nasdaq Small Cap Market. The Company does not expect the move to the Small Cap
Market to have an affect on the trading activity of its stock.
XATA Corporation is the leading provider of onboard technology to the
transportation industry. XATA ONBOARD is the most powerful, advanced, yet
user-friendly onboard computer system on the market. XATA ONBOARD seamlessly
combines onboard computing, real-time communications, global positioning and
fleet management software to provide an enterprise-wide logistics management
solution for America's largest fleets. The Internet address for XATA is
http://www.xata.com.
