<PAGE> 1
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) May 15, 1998
JMAR TECHNOLOGIES, INC.
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE
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(State or other jurisdiction of incorporation)
1-10515 68-0131180
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(Commission File No.) (IRS Employer Identification No.)
3956 SORRENTO VALLEY BLVD., SAN DIEGO, CALIFORNIA 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 535-1706
JMAR INDUSTRIES, INC.
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(Former name of or former address, if changed since last report)
<PAGE> 2
Item 5. OTHER EVENTS
1. On May 27, 1998, the Registrant amended its Certificate of
Incorporation to change its name from JMAR Industries, Inc. to
JMAR Technologies, Inc. The name change amendment was effected
by forming a corporation in Delaware with the new name and
merging the new corporation into the Registrant.
2. In May and June, 1998, the Registrant's subsidiaries amended
their names as follows:
a. JMAR Technology Co. changed its name to JMAR Research,
Inc.;
b. Pacific Precision Laboratories, Inc. changed its name to
JMAR Precision Systems, Inc.; and
c. California ASIC, Inc. changed its name to JMAR
Semiconductor, Inc.
3. On May 15, 1998, the Registrant's solicitation of consents of
the holders of its publicly traded Common Stock Purchase
Warrants (NASDAQ NM symbol: JMARW) to certain amendments to the
Warrants concluded. Prior to the consent solicitation, a total
of 2,705,882 Common Stock Purchase Warrants were issued and
outstanding. Holders of a total of 2,443,549 Warrants consented
to the proposed amendments and a total of 262,333 Warrants have
expired due to either the receipt of a negative vote or the
failure of the holders to respond to the Warrant Consent
Solicitation by the deadline. Effective as of May 15, 1998, the
Warrants are amended as follows: (i) the Warrant exercise price
has been increased from $4.68 to $5.50 per share, (ii) the
existing redemption provision has been adjusted to provide that
the Company may redeem any unexercised Warrants for $0.05 per
Warrant if the average closing price of the Company's Common
Stock is $7.00 or more over a period of ten consecutive trading
days and (iii) the expiration date of the Warrants has been
extended to May 15, 2000. The Registrant reserves the right to
amend Warrants held by holders who did not respond to the
Warrant Consent Solicitation by the deadline in circumstances
where the Registrant, in its sole discretion, deems appropriate.
Item 7. EXHIBITS
The following exhibits are filed as part of this report:
3 Certificate of Ownership and Merger.
4 Amended Common Stock Purchase Warrant Certificate
21 Subsidiaries of the Registrant.
99.1 Press Release, dated June 3, 1998, reporting name changes.
99.2 Press Release, dated June 12, 1998, reporting results of Warrant
amendments.
2
<PAGE> 3
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.
DATE: June 12, 1998 JMAR TECHNOLOGIES, INC.
(Registrant)
BY: /s/ Dennis E. Valentine
------------------------
Dennis E. Valentine
Chief Financial Officer
3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Located at Page
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<S> <C>
Exhibit 3 Certificate of Ownership and Merger 5
Exhibit 4 Amended Common Stock Purchase Warrant Certificate 6
Exhibit 21 Subsidiaries of the Registrant 7
Exhibit 99.1 Press Release, dated June 3, 1998 reporting name changes 8
Exhibit 99.2 Press Release, dated June 12, 1998, reporting results of
Warrant amendments 11
</TABLE>
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EXHIBIT 3
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
JMAR TECHNOLOGIES, INC.
INTO
JMAR INDUSTRIES, INC.
(PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF DELAWARE)
JMAR INDUSTRIES, INC., a Delaware corporation (the "Corporation"), does
hereby certify:
FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the outstanding shares of each
class of the capital stock of JMAR Technologies, Inc., a Delaware corporation.
THIRD: That the Corporation, by the following resolutions of its Board
of Directors, duly adopted on the 22nd day of May, 1998, determined to merge
into itself JMAR Technologies, Inc. on the conditions set forth in such
resolutions:
RESOLVED: That the Corporation merge into itself its subsidiary,
JMAR Technologies, Inc. and assume all of said subsidiary's
liabilities and obligations; FURTHER RESOLVED: That the
President and the Secretary of this Corporation be and they
hereby are directed to make, execute and acknowledge a
certificate of ownership and merger setting forth a copy of the
resolution to merge JMAR Technologies, Inc. into this
corporation and to assume said subsidiary's liabilities and
obligations on the date of adoption thereof and to file the same
in the office of the Secretary of State of Delaware and a
certified copy thereof in the Office of the Recorder of Deeds of
Kent County. FURTHER RESOLVED: That upon the merger of JMAR
Technologies, Inc. with and into this corporation, the name of
this corporation shall be changed to JMAR Technologies, Inc.
IN WITNESS WHEREOF, JMAR Industries, Inc. has caused its corporate seal
to be affixed and this certificate to be signed by John S. Martinez, its
President and Dennis E. Valentine, its Secretary, this 22nd day of May, 1998.
JMAR INDUSTRIES, INC.
By:/s/ John S. Martinez
--------------------
John S. Martinez,
President
ATTEST:
By:/s/ Dennis E. Valentine
-----------------------
Dennis E. Valentine, Secretary
5
<PAGE> 1
EXHIBIT 4
WARRANTS
-9,999,999.999-
CUSIP 466212 11 5
*9,999,999*****
**9,999,999****
***9,999,999***
****9,999,999**
*****9,999,999*
NUMBER
3606
VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON MAY 15, 2000
[JMAR INDUSTRIES, INC. LOGO]
EFFECTIVE 5/27/98 NAME CHANGED TO: JMAR TECHNOLOGIES, INC.
(INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
EFFECTIVE 5-15-98 EXERCISE PRICE INCREASED TO $5.50 PER SHARE:
REDEMPTION AVERAGE PRICE INCREASED TO $7.00 OVER A 10 DAY PERIOD
This certifies that FOR VALUE RECEIVED
*** Company name test line *** XXX XXX XXX XXX XXX XXX XXX
XXX XXX XXX XXX XXX XXX XXX XXX XXX *** Second line of
or registered assigns (the "Holder") is the owner of the number of Redeemable
Common Stock Purchase Warrants ("Warrants") specified above. Each Warrant
initially entitles the Holder to purchase, subject to the terms and conditions
set forth in this Certificate and the Warrant Agreement (as hereinafter
defined), one fully paid and non-assessable share of Common Stock, $.01 par
value, of JMAR Industries, Inc., a Delaware corporation (the "Company"), at any
time between February 16, 1993 and the Expiration Date (as hereinafter
defined), upon the presentment and surrender of this Warrant Certificate with
the Subscription Form on the reverse hereof duly executed, at the corporate
office of American Securities Transfer, Incorporated, as Warrant Agent, or its
successor (the "Warrant Agent"), accompanied by payment of $4.68 per share
("Exercise Price") in lawful money of the United States of America in cash or
by official bank of certified check made payable to the Company.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement"), dated as of February
16, 1993, by and among the Company, Lew Lieberbaum & Co., Inc., Commonwealth
Associates and the Warrant Agent.
In the event of certain contingencies provided for in the Warrant
Agreement, the Exercise Price or the number of shares of Common Stock subject
to purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.
The Company has the right to reduce the Exercise Price at any time upon
written notice to the Holder hereof.
Each Warrant represented hereby is exercisable at the option of the
Holder, but no fractional shares of Common Stock will be issued. In the case of
the exercise of less than all the Warrants represented hereby, the Company
shall cancel this Warrant Certificate upon the surrender hereof and shall
execute and deliver a new Warrant Certificate or Warrant Certificates of like
tenor, which the Warrant Agent shall countersign, for the balance of such
Warrants.
The term "Expiration Date" shall mean 5:00 P.M. (New York time) on
February 15, 1998, or such earlier date as the Warrants shall be redeemed. If
such date shall in the State of New York be a holiday or a day on which banks
are authorized to close, then the Expiration Date shall mean 5:00 P.M. (New
York time) the next following day which in the State of New York is not a
holiday or a day on which banks are authorized to close.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Holder at the corporate office of the Warrant Agent, for a new Warrant
Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to
represent such number of Warrants as shall be designated by such Holder at the
time of such surrender. Upon due presentment with the amount of any tax or
other governmental charge imposed in connection therewith, for registration of
transfer of this Warrant Certificate at such office, a new Warrant Certificate
or Warrant Certificates representing an equal aggregate number of Warrants will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Holder shall
not be entitled to any rights of a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
This Warrant may be redeemed at the option of the Company, at a redemption
price of $.05 per Warrant, upon 30 days' notice, provided that the high closing
bid quotation price of the Common Stock (if the Common Stock is then traded on
a national securities exchange or the National Association of Securities
Dealers, Inc. Automated Quotation System) for a period of 20 consecutive
trading days ending not more than 15 days prior to the date of any redemption
notice exceeds a price which is at least $6.38 provided, however, that this
Warrant may not be redeemed prior to February 16, 1994 without the consent of
Lew Lieberbaum & Co., Inc. and Commonwealth Associates. After the close of
business on the date fixed for redemption, the Holder shall have no rights with
respect to this Warrant except to receive the $.05 per Warrant upon surrender
of this Certificate.
Prior to due presentment for registration of transfer hereof, the Company
and the Warrant Agent may deem and treat the Holder as the absolute owner
hereof and of each Warrant represented hereby (notwithstanding any notations of
ownership or writing thereon made by anyone other than a duly authorized
officer of the Company or the Warrant Agent) for all purposes and shall not be
affected by any notice to the contrary.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or in facsimile, by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
DATED: 06/12/1998
/s/ JOHN S. MARTINEZ
President
/s/ DENNIS E. VALENTINE
Secretary
[JMAR INDUSTRIES, INC. CORPORATE SEAL]
DATED:
COUNTERSIGNED:
AMERICAN SECURITIES TRANSFER, INC.
P.O. Box 1596
Denver, Colorado 80201
By
-----------------------------------------
Warrant Agent Authorized Signature
<PAGE> 1
Exhibit 21 Subsidiaries of the Registrant
a. JMAR Research, Inc. (formerly JMAR Technology Co.)
b. JMAR Precision Systems, Inc. (formerly Pacific Precision Laboratories,
Inc.)
c. JMAR Semiconductor, Inc. (formerly California ASIC, Inc.)
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<PAGE> 1
EXHIBIT 99.1
Contact
Dennis E. Valentine
Chief Financial Officer
(619) 535-1706
http://www.jmar.com
FOR IMMEDIATE RELEASE
JMAR INDUSTRIES, INC. CHANGES NAME TO JMAR TECHNOLOGIES, INC.
CITES STRATEGIC ADVANCES, FINANCIAL GROWTH AND GREATER
INTEGRATION OF INTER-DIVISIONAL OPERATIONS
SAN DIEGO, California (June 3, 1998) - JMAR Industries, Inc. (NASDAQ NM:JMAR), a
rapidly growing provider of precision micro-technology systems and products,
today announced corporate name changes following achievement of strategic
initiatives begun in 1994.
The Company is now positioned to expand its profitable test and measurement
business and pursue three large new markets with breakthrough technology.
The New Names
Parent (San Diego, CA-based)
JMAR Industries, Inc. is now JMAR TECHNOLOGIES, INC.
Equipment Subsidiary (Chatsworth, CA-based)
- Test and measurement business
- Advanced semiconductor lithography business
- Advanced manufacturing technology business Pacific Precision
Laboratories, Inc. is now JMAR PRECISION SYSTEMS, INC.
Product Subsidiary (Irvine, CA-based)
- Supplier of specialty semiconductor chips and expert
semiconductor process technology
California ASIC, Inc. is now JMAR SEMICONDUCTOR, INC.
Research & Development Subsidiary (San Diego, CA-based)
- Advanced laser and optical technology
JMAR Technology Co. is now JMAR RESEARCH, INC.
According to JMAR Chairman and Chief Executive Officer, John S. Martinez, Ph.D.,
the name changes were prompted by the significant strategic and operational
advances, sustained financial growth and the greater level of integration of its
inter-division operations that resulted from the Company's restructuring in
1994. "This Company has grown tremendously in many ways during the last four
years," he said. "I believe the new names selected for JMAR and its subsidiaries
far more accurately reflect the present content and future direction of our
operations."
"We emerged from the restructuring with a far sharper strategic focus that
enabled us to accurately target our technologies on the market opportunities our
research indicated would be the key growth engines of the future, and we believe
we've hit the mark in those areas," noted Dr. Martinez.
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<PAGE> 2
JMAR INDUSTRIES, INC. CHANGES NAME TO JMAR TECHNOLOGIES, INC.
"JMAR also became a much more streamlined and efficient company, with strict
internal controls and the ability to operate with a much higher level of
inter-divisional coordination," he continued. "This, combined with the revenue
growth generated by our market repositioning efforts, has delivered exceptional
profit growth. Since 1994, our net profit has increased more than 130 percent
per year, and while we certainly do not forecast that level of growth forever,
we do believe that profitability will continue to improve over time as our
operations realize their potential."
"In re-naming Pacific Precision Laboratories, Inc. to JMAR Precision Systems,
Inc., we have addressed the evolution of our equipment engineering operation
into an increasingly important supplier of leading-edge precision position and
motion control, measurement and laser manufacturing systems for the computer
disk drive, semiconductor, and medical equipment industries." Dr. Martinez
pointed out, "These products enable JMAR's customers to economically manufacture
smaller, more complex microelectronic systems and components with ever-higher
degrees of precision."
He continued, "Our primary strategy within the microelectronics industry is to
concentrate on those market segments least affected by the current trends toward
lower-margin, low-cost computers and lower- technology Southeast Asian imports.
Today, we believe that we are well positioned to do this, with most of our
business coming from computer disk drive manufacturers strongly established in
the thriving high-end server and mobile computer market segments. With its
existing product mix and distribution capability, JMAR Precision Systems, an ISO
9001 - certified manufacturer, has the ability to significantly expand its
market share within its established niches. We expect the division's prospects
to improve further as our Britelight(TM) laser technology, originally created at
JMAR Research, enters the marketplace after completing its rigorous engineering
and manufacturing qualification trials later this year."
He said, "Our new Britelight(TM) - based products will include a range of
precision, high-throughput electronic equipment manufacturing systems and
leading-edge, compact X-ray lithography sources to enable semiconductor
producers to make much smaller and faster electronic circuits than are currently
available." Dr. Martinez explained, "As these and JMAR's other developing
products begin to enter their respective markets, we expect them to gradually
increase the size of our markets from the $110 million per year that we estimate
is available to us today to several billion dollars per year within the next few
years."
JMAR reported that the name change of its semiconductor division was
accomplished by a merger of its 94%-owned California ASIC, Inc. subsidiary, a
Nevada corporation, into JMAR Semiconductor, Inc., a California corporation
wholly-owned by JMAR. In the process of that merger, JMAR acquired the remaining
6% from the original Cal ASIC shareholders.
Commenting on JMAR Semiconductor, Inc. Dr. Martinez said, "The successful
reorganization of our semiconductor operations at the end of 1997 significantly
improved that division's prospects by enabling it to leverage its semiconductor
design and manufacturing process expertise to a far broader range of market
opportunities. During the first quarter of this year, our semiconductor division
established working relationships with several semiconductor foundries capable
of subcontract manufacturing of much larger quantities of a broader range of
microchip configurations than we were able to do with our in-house facilities.
This was a key factor in enabling JMAR Semiconductor, Inc. to transition into a
potentially far more profitable "fabless" semiconductor supplier capable of
providing chips for many more applications than before to a wider range of
customers.
9
<PAGE> 3
JMAR INDUSTRIES, INC. CHANGES NAME TO JMAR TECHNOLOGIES, INC.
"In the near term we expect JMAR Semiconductor, Inc. to become a competitive
supplier of semiconductor chips and manufacturing process technology to both
government and commercial marketplaces. Our longer term goal is to build on JMAR
Semiconductor's current technical expertise and market relationships to generate
commercially viable, proprietary semiconductor designs for important market
niches and grow to become a major supplier of those products," Dr. Martinez
said.
He continued, "Now, and for the foreseeable future, JMAR's primary business
focus will remain on providing our microelectronics manufacturing customers with
the capability to produce ever-smaller, more-precise, higher-efficiency
products." Dr. Martinez concluded, "Our precision instruments allow customers to
produce high performance semi-conductors and high-density computer memory disk
drives, while we expect our new, patented, all solid-state Britelight(TM) lasers
to shortly provide the basis for several new families of ultra-high precision
electronic manufacturing systems.
Pursuant to the Private Securities Litigation Reform Act of 1995: "The
statements regarding JMAR's future sales or profit growth, competitive position,
products, projects, or processes currently under development and the ability of
the Company to successfully introduce those products into the commercial
marketplace or to apply or otherwise transfer those products, projects or
processes to alternate applications are forward-looking statements based on
current expectations that involve risks and uncertainties that could cause
actual results to differ materially from those set forth in the forward-looking
statements, including delays in shipment or cancellation of orders,
concentration of sales to certain markets and customers, timing of future
orders, customer reorganizations, failure of advanced technology to perform as
predicted, fluctuations in demand, delays in development, introduction and
acceptance of new products, changing business and economic conditions in various
geographic regions, natural events such as earthquakes, flood and fire and the
other risks detailed from time-to-time in the Company's reports which are filed
with the Securities and Exchange Commission."
JMAR Technologies, Inc. develops, manufactures and markets precision
measurement, process control and laser manufacturing systems to enable its
customers to produce smaller and higher precision microelectronics and medical
products. JMAR also provides custom semiconductor products and is a leading
developer of advanced lithography sources for production of smaller, higher
performance semiconductor circuits for future electronic systems.
###
10
<PAGE> 1
EXHIBIT 99.2
Contact
Dennis E. Valentine
Chief Financial Officer
(619) 535-1706
http://www.jmar.com
FOR IMMEDIATE RELEASE
JMAR ANNOUNCES WARRANT CONSENT SOLICITATION RESULTS
SAN DIEGO, California (June 12, 1998) - JMAR Technologies, Inc. (formerly JMAR
Industries, Inc.) (NASDAQ NM: JMAR), a rapidly growing provider of precision
micro-technology systems and products, today announced the results of its recent
Warrant Consent Solicitation to amend its publicly traded Common Stock Purchase
Warrants (JMARW).
The proposed amendments involved (i) an increase in the Warrant exercise price
from $4.68 to $5.50 per share, (ii) an adjustment to the existing redemption
provision to provide that the Company may redeem any unexercised Warrants for
$0.05 per Warrant if the average closing price of the Company's Common Stock is
$7.00 or more over a period of ten consecutive trading days and (iii) an
extension of the expiration date of the Warrants to May 15, 2000. Prior to the
consent solicitation, a total of 2,705,882 Common Stock Purchase Warrants were
issued and outstanding. Holders of a total of 2,443,549 Warrants have consented
to the proposed amendments and a total of 262,333 Warrants have expired due to
either the receipt of a negative vote or the failure of the holders to respond
to the Warrant Consent Solicitation by the deadline.
JMAR Technologies, Inc. develops, manufactures and markets precision
measurement, process control and laser manufacturing systems, provides custom
semiconductor products for the microelectronics industry and is a leading
developer of advanced lithography sources for production of future higher
performance semiconductors.
###
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