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
June 2, 2000
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(Date of Report)
DBS Industries, Inc.
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(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 0-28348 84-1124675
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Shoreline Highway, Suite 100, Mill Valley, CA 94941
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 380-8055
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Item 5. Other Events
On June 2, 2000 the Company entered into a common stock purchase
agreement and related agreements with Torneaux Ltd., a private equity fund
organized under the laws of The Bahamas. Subject to the fulfillment of certain
conditions, the agreements provide the Company with an equity financing facility
through which the Company may sell shares of its common stock, at its option, to
Torneaux Ltd. periodically over a 24 month period. The ability of the Company to
request a draw down under the facility is subject to the declaration of
effectiveness of a resale registration statement by the Securities and Exchange
Commission and the continued effectiveness of that registration statement. The
sale price for the shares is the then current market price of the Company's
common stock, less a discount of between 13% and 7.5% specifically determined
based upon a formula. The number of shares that the Company may sell to Torneaux
Ltd. varies depending on certain factors, including the market price of the
common stock and the then current ownership interest of Torneaux Ltd. The
agreements also provide for the issuance, to Torneaux Ltd., of warrants to
purchase from 30% to 50% of the number of shares of common stock being purchased
at the time of each draw down under the facility.
Item 7. Financial Statements and Exhibits.
(c) EXHIBITS.
10.55 Common Stock Purchase Agreement dated as of June 2, 2000, including
exhibits.
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.
Dated: June 14, 2000 DBS INDUSTRIES, INC.
By: /s/ FRED W. THOMPSON
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Fred W. Thompson
President and CEO
