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 Exchange Act of 1934
Date of Report (Date of earliest event reported: December 24, 1998)
BCAM INTERNATIONAL, INC.
---------------------------------------------------------------------
(exact name of registrant as specified in its charter)
NEW YORK 0-10420 13-3228375
- ---------------------------- ---------------------- ------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number
1800 WALT WHITMAN ROAD, MELVILLE, NEW YORK 11747
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (516) 752-3550
- --------------------------------------------------------------------------------
(Former name or address, if changed since last report)
<PAGE>
Item 5. Other events
On December 24, 1998, the Company and the investors in an April 1998
private placement of equity securities agreed to amend the subscription
agreement with respect to the operation of the "repricing" provisions. Under the
April 1998 agreement, the number of shares issuable to these investors are
"repriced" pursuant to a schedule initially in four $300,000 increments and then
in four $200,000 increments on eight occasions commencing on August 13, 1998
(the effective date of a registration statement covering the shares) and again
60 days later and then in 30 day intervals. On such dates, the investors were to
receive the additional number of shares, if any, that result from the difference
between the number of shares actually issued and the number of shares which
would have been issued using a 23% discount to the market price, as defined, at
the time of the "reset". The operation of this provision could result in
significantly greater number of shares being issued. In August 1998, 436,047
shares were issued in connection with the reset provision and very significant
additional shares would be required to be issued in the October, November and
December 1998 reset dates.
The Company estimates that in excess of 5,000,000 additional shares of
common stock would have been required to be issued to these investors had the
Company not amended the agreement with the investors.
The December 24, 1998 amendment to the subscription agreement with these
investors has four principal effects (i) the August, October, November and
December 1998 resets are eliminated in favor of new resets which will begin on
January 1, 1999, (ii) the discount from market used to measure the resets is
increased from 23% to 27% (iii) a ceiling price was established of $0.75 and
(iv) certain penalties under the agreement are waived. Under the amended
agreement, the investors, at their option, may reprice up 12 1/2% of the amount
invested (an aggregate of $250,000 based upon the original $2,000,000 invested
in April 1998) on the first of each month beginning with January 1, 1999. Any
amounts not "repriced" in any month may be carried over to any future month
without limitation.
In connection with the amendment, the Company, will issue additional shares to
the investors to bring the total shares from 1,980,198 originally invested up to
2,666,667 shares based upon the ceiling price in the amendment.
Based upon preliminary information, the January 1, 1999 "reset" of 12 1/2% of
the $2,000,000 offering, if elected by the investors, could result in the
issuance of additional common shares in excess of approximately 2,700,000 shares
to these investors.
The reader is referred to Exhibit 10.1 for a more complete description of the
amendment.
Exhibits:
10.1 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT DATED AS OF DECEMBER 24,
1998.
<PAGE>
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.
BCAM INTERNATIONAL, INC.
By: /s/ Michael Strauss
-----------------------------------
Michael Strauss, President
Chairman of the Board and
Chief Executive Officer
Date: January 11, 1999
EXHIBIT 10.1
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT
DATED AS OF DECEMBER 24, 1998
WHEREAS on April 13 and April 23, 1998 each of the investors identified on
Schedule A hereto ("Subscriber" or "Subscribers") had entered into a
subscription agreement with BCAM International, Inc. (the "Company") relating to
the investment by the Subscribers in securities of the Company (the
"Subscription Agreement"); and
WHEREAS, each of the Subscribers has purchased the Company Shares for the
Purchase Price as identified on Schedule A hereto; and
WHEREAS, the Company and Subscribers are desirous of amending the
Subscription Agreements.
NOW THEREFORE, for the mutual promises contained herein and other good and
valuable mutual consideration, receipt of which is acknowledged, the parties
agree as follows:
1. Capitalized terms employed in this Amendment No. 1 (the "Amendment")
shall have the same meanings as attributed to them in the Subscription
Agreement.
2. Except as modified herein, the Subscription Agreement and documents
referred to therein, and all its terms and conditions remain in full force and
effect. Unless otherwise indicated, the amendments set forth herein shall be
deemed effective as of the date of the Subscription Agreement and the date
hereof.
3. Concurrently with the execution of this Amendment, the Company shall
deliver to the Subscribers the amount of Company Stock ("Prior Reset Shares")
set forth on Schedule A hereto. The Prior Reset Shares are granted all the
rights and benefits accorded the Company Shares, including but not limited to
the reissuance of the Securities without restrictive legend as described in
Section 4 of the Subscription Agreement, and the registration rights described
in Section 10 of the Subscription Agreement. The Prior Reset Shares will be
issued without restrictive legend and be free-trading and deemed included in the
Company's registration statement on Form SB-2 declared effective by the
Securities and Exchange Commission on August 13, 1998. The Purchase Price set
forth on Schedule A hereto shall be deemed the Purchase Price for all the
Company Shares set forth on Schedule A and the Prior Reset Shares (i.e. $.75 per
Company Share).
4. The Subscribers are granted Reset rights in connection with the
aggregate $2,000,000 investment in Company Shares notwithstanding the Reset
accomplished in connection with the August 14, 1998 Reset Date and partial Reset
accomplished in
<PAGE>
connection with the October 13, 1998 Reset Date.
5. Section 9(b) of the Subscription Agreement is deleted and replaced with
the following:
"During each calendar month commencing January 1, 1999 and ending
December 2001, each Subscriber will be entitled to Reset up to
12-1/2 percent of such Subscriber's Purchase Price ("Reset Purchase
Amount"). Any portion of the Purchase Price which the Subscriber has
not elected to Reset when permitted will be subject to Reset at the
Subscriber's election at any time thereafter even if the result
would be a Reset of more than 12-1/2% of such Subscriber's Purchase
Price during any calendar month. The date Notice of Reset
identifying the Reset Purchase Amount is given to the Company via
telecopier is a Reset Date."
6. Section 9(c) of the Subscription Agreement is deleted and replaced with
the following:
"On each Reset Date a number of Company Shares will be calculated
for the designated portion of the Reset Purchase Amount by dividing
the Reset Purchase Amount by a number equal to seventy-three percent
(73%) of the average closing bid price for the Common Stock on the
NASDAQ SmallCap Market, or on the principal securities exchange or
other securities market on which the Common Stock is then being
traded, for the five trading days immediately preceding, but not
including, the Reset Date (the "Reset Price"). If the Reset Price is
less than $.75, then the Company will issue to the Subscriber the
number of shares of Common Stock obtained by subtracting (y) the
number of shares obtained by dividing the Reset Purchase Amount by
$.75 from (z) the number of shares obtained by dividing the Reset
Purchase Amount by the Reset Price."
7. Section 9(e) of the Subscription Agreement is deleted and replaced with
the following:
"The Company agrees to deliver the Additional Shares to the
Subscriber in hand, without restrictive legend and as free-trading
Common Stock, no later than fourteen (14) days after the Reset Date
(the "Delivery Date"). The Company understands that a
<PAGE>
delay in the delivery of the Additional Shares as unlegended,
free-trading Common Stock beyond the Delivery Date could result in
economic loss to the Subscriber. As compensation to the Subscriber
for such loss, the Company agrees to pay late payments to the
Subscriber for late delivery of Additional Shares beyond the
Delivery Date, in the amount of $100 per business day after the
Delivery Date for each $10,000 of Designated Portion of Purchase
Price for which a Reset has been calculated. The Company shall pay
any payments incurred under this Section in immediately available
funds upon demand. The late payment charges described above shall be
payable through the date the Additional Shares are received in hand
by the Subscriber, or a rescission notice is given to the Company by
the Subscriber pursuant to the next sentence of this paragraph. The
Subscriber may rescind any Reset Notices at any time after the
Delivery Date and prior to actual receipt by the Subscriber of the
Additional Shares."
It is understood and agreed that until the effectiveness of the registration
statement described in Section 8 below, Additional Shares over above the amount
of Additional Shares already registered in the Form SB-2 registration statement
described in Section 3 above, may be delivered with restrictive legend. The
Company warrants and represents that the number of shares designated for each
Subscriber on Schedule A hereto as "Registered Shares" are deliverable without
restrictive legend. The foregoing sentence notwithstanding, the Company is not
relieved from its obligation to diligently prepare and file and obtain a
declaration of effectiveness for the registration statement described in Section
8 below.
8. The Company's failure to file a registration statement with the
Securities and Exchange Commission on or before April 15, 1999 (the "Filing
Date"), and/or the failure of such registration statement to be declared
effective prior to July 15, 1999 (the "Effective Date") registering for
unrestricted public resale by the Subscribers, all Additional Shares issuable
upon Reset, but not less than 10,000,000 Additional Shares (in proportion to the
Subscribers' respective Purchase Prices), will be deemed a Registration Default
as that term is employed in the Subscription Agreement. In the event a
Registration Default occurs, Liquidated Damages will accrue from and after the
Filing Date until the date the registration statement is accepted for filing by
the Securities and Exchange Commission and from the Effective Date until the
registration statement is actually declared effective by the Securities and
Exchange Commission, as the case may be, at 2% for each 30 days or part thereof
on such portion of the Purchase Price for which Reset Shares have not been so
registered.
9. The Subscribers are no longer obligated to purchase the Put Shares
described in Section 11.2 of the Subscription Agreement.
<PAGE>
10. The Subscriber shall not be entitled to Reset that amount of Reset
Purchase Amount in connection with that number of Additional Shares which would
be in excess of the sum of (i) the number of shares of Common Stock beneficially
owned by the Subscriber and its affiliates on a Reset Date, and (ii) the number
of Additional Shares issuable in connection with a particular Reset with respect
to which the determination of this proviso is being made on such Reset Date,
which would result in beneficial ownership by the Subscriber and its affiliates
of more than 9.99% of the outstanding shares of Common Stock of the Company. For
the purposes of the proviso to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.
11. This Amendment may be executed in multiple counterparts, and by
facsimile signature and may be delivered via telecopier.
BCAM INTERNATIONAL, INC.
By:_________________________________
AUSTOST ANSTALT SCHAAN
By:_________________________________
BALMORE FUNDS S.A.
By:_________________________________
<PAGE>
10. The Subscriber shall not be entitled to Reset that amount of Reset
Purchase Amount in connection with that number of Additional Shares which would
be in excess of the sum of (i) the number of shares of Common Stock beneficially
owned by the Subscriber and its affiliates on a Reset Date, and (ii) the number
of Additional Shares issuable in connection with a particular Reset with respect
to which the determination of this proviso is being made on such Reset Date,
which would result in beneficial ownership by the Subscriber and its affiliates
of more than 9.99% of the outstanding shares of Common Stock of the Company. For
the purposes of the proviso to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.
11. This Amendment may be executed in multiple counterparts, and by
facsimile signature and may be delivered via telecopier.
BCAM INTERNATIONAL, INC.
By:_________________________________
BEESTON INVESTMENTS LTD.
By:_________________________________
MANOR INVESTMENTS
By:_________________________________
ELLIS ENTERPRISES
By:_________________________________
EAST LANE CORPORATION LTD.
By:_________________________________
<PAGE>
AMENDMENT NO. 1 SCHEDULE A
PRIOR
RESET
SHARES
COMPANY PURCHASE REGISTERED
SUBSCRIBERS SHARES PRICE SHARES
AUSTOST ANSTALT SCHAAN 906,091 750,000 93,908
7440 Fuerstentum
Lichenstein
Landstrasse 163
Fax: 011-431-534532895
BALMORE FUNDS S.A. 1,026,903 850,000 106,429
P.O. Box 4603
Zurich, Switzerland
Fax: 011-411-201-6262
BEESTON INVESTMENTS LTD. 241,624 200,000 25,042
119 Rothschild Boulevard
Tel Aviv, Israel
Fax: 011-972-25600201
MANOR INVESTMENTS 120,813 100,000 12,521
c/o Y. Englander
9 Aharonson Street
Bnei-Brak, Israel
Fax:
ELLIS ENTERPRISES 60,407 50,000 6,261
42A Waterloo Road
London, England
NW2 7UF
Fax: 011-441-814509004
EAST LANE CORPORATION LTD. 60,407 50,000 6,261
5 Rehov Eloi
Jerusalem, Israel
Fax: 011-972-2-679-9266
TOTALS 2,416,245 2,000,000 250,422
