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): January 19, 2001
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QueryObject Systems Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-13587 94-3087939
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Expressway Plaza, Suite 208, Roslyn Heights, New York 11577
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(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 228-8500
N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
QueryObject Systems Corporation (the "Company") will commence
a private placement (the "Offering") of units (the "Units") consisting of one
share of its common stock, $.003 par value (the "Common Stock"), and two
redeemable Common Stock purchase warrants (the "Warrants"). The per-Unit
offering price will be 75% of the average closing price of the Company's Common
Stock for the five consecutive business days ended two business days prior to
the first closing (the "First Closing") (such average referred to hereinafter as
the "First Market Price"), subject to subsequent adjustment. The Company is
offering to sell up to 2,050,000 Units (the "Minimum Number") in the First
Closing and in order to achieve compliance with Rule 713 of the American Stock
Exchange is seeking stockholder approval to sell Units in excess of the Minimum
Number. If such stockholder approval is obtained, the Company will offer to sell
up to $3,000,000 of Units, which may be increased to up to $5,000,000 of Units
upon the agreement of the Company and the placement agent in the Offering. Each
Warrant entitles the holder to purchase one share of Common Stock for an initial
exercise price equal to $0.125 above the First Market Price, subject to
subsequent adjustment. The Company is obligated to register the resale of the
shares of Common Stock (i) sold in the Offering and (ii) underlying the
Warrants. If (i) the Company obtains stockholder approval, (ii) there is a
second and final closing (the "Final Closing"), and (iii) the average closing
price of the Common Stock for the five consecutive business days ended two
business days prior to the Final Closing (such average referred to hereinafter
as the "Final Market Price") is less than the First Market Price, then (i) the
per-Unit offering price of all Units will be reduced to 75% of the Final Market
Price, (ii) all investors who purchased Units in the First Closing will be
issued additional Units to adjust to 75% of the Final Market Price the per-Unit
purchase price paid by them at the First Closing and (iii) the exercise price of
the Warrants will be adjusted to $0.125 above the Final Market Price.
The Company needs the proceeds from the Offering to continue
operations. The net proceeds of the Offering will be used for sales and
marketing, research and development and general working capital purposes in the
proportions of 50%, 20% and30%, respectively.
The securities to be offered and sold in the Offering will not
be registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States, absent registration or an applicable
exemption from registration requirements.
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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.
QUERYOBJECT SYSTEMS CORP.
Dated: January 19, 2001 By: /s/ Daniel Pess
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Name: Daniel Pess
Title: Executive Vice President
and Chief Financial Officer
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