SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 10 or 15(d) of the
Securities Exchange Act of 1934
FEBRUARY 24, 2000
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Date of Report (date of earliest event reported)
GLOBAL WATER TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-37513-D 84-1148204
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(State or Other (Commission (IRS Employer Iden-
Jurisdiction of File Number) tification Number)
Incorporation)
1767 DENVER WEST BOULEVARD
GOLDEN, COLORADO 80401
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(Address of Principal Executive Offices
Including Zip Code)
(303) 215-1100
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(Registrant's telephone number,
including area code)
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Item 5. Other Events
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On February 24, 2000, the Company announced that its gross revenues
for the fiscal year ended December 31, 1999, would exceed $60 million, and,
accordingly, the 1,000,000 shares of Series A Convertible Preferred stock
currently outstanding would automatically convert into shares of Common
Stock on the basis of 290 shares of Common Stock for each one share of
Series A Convertible Preferred stock. The terms of the conversion of the
Series A Convertible Preferred stock were established in September 1997
when the Company, then known as Fi-Tek VI, Inc., acquired all the issued
and outstanding shares of Psychrometric Systems, Inc. in exchange for
Common Stock and Series A Convertible Preferred stock. The conversion into
Common Stock will occur upon the filing of the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1999, with the
Securities and Exchange Commission.
The Company also announced that it had reached an agreement with
George A. Kast, president and principal shareholder of the Company, who
holds 876,341 shares of the Series A Convertible Preferred stock which
would automatically convert into 254,138,890 shares of Common Stock, to
return his shares of Series A Preferred to the Company prior to conversion.
In exchange for his Series A Preferred shares, the Company will issue Mr.
Kast 876,341 shares of a newly designated Series C Convertible Preferred
Stock, which would convert into shares of Common Stock on a one-for-290
basis upon a "change in control" of the Company.
Item 7. Financial Statements and Exhibits.
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The following exhibit is filed in accordance with the requirements of
Item 601 of Regulation S-B:
Exhibit No. Description
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3.7 Certificate of Designations of Preferred Stock
(Series C)
SIGNATURES
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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.
GLOBAL WATER TECHNOLOGIES, INC.
Dated: February 24, 2000 By: /s/ GEORGE A. KAST
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George A. Kast
President
-2-
CERTIFICATE OF DESIGNATIONS
OF
PREFERRED STOCK
OF
GLOBAL WATER TECHNOLOGIES, INC.
Global Water Technologies, Inc. (the "Company"), a corporation
organized under the laws of the State of Delaware, desiring to issue shares
of preferred stock of which the powers, designations, preferences and
relative, participating, optional or other rights, or the qualifications,
limitations or restrictions thereof, have not been set forth in the
Certificate of Incorporation or in any amendment thereto, but which have
been provided in resolutions adopted by the Board of Directors pursuant to
authority expressly vested in it by the provisions of the Certificate of
Incorporation, hereby makes this Certificate of Designations in accordance
with Section 151(g) of the Delaware General Corporation Law, and sets forth
a copy of such resolutions, followed by a statement of the number of shares
to which the resolutions apply:
NOW THEREFORE BE IT RESOLVED, that a series of Preferred Stock be, and
it hereby is, designated Series C Preferred Stock (herein the "Preferred
Shares"), to be subject to the rights and conditions provided in the
resolutions set forth below;
BE IT RESOLVED FURTHER, that the holders of the Preferred Shares shall
have the rights, and the Preferred Shares shall be subject to the
limitations and qualifications, set forth below:
(a) AUTOMATIC CONVERSION. Each Preferred Share shall automatically
be converted into two hundred ninety (290) shares of the Company's Common
Stock, upon a "Change in Control" of the Company. A "Change in Control" of
the Company shall be deemed to occur:
(i) on the date any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1924, as amended) acquires (directly or indirectly) the beneficial
ownership (within the meaning of Rule 13d-3 promulgated under such Act) of
30% or more of either the then outstanding shares of Common Stock of the
Company or the then outstanding voting securities of the Company entitled
to vote generally in the election of directors;
(ii) on the date the individuals who constitute the Board of
Directors as of February 11, 2000 (the "Incumbent Board") cease for any
reason to constitute at least a majority of the members of the Board;
provided that any person becoming a director subsequent to February 11,
2000 whose appointment, election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority of
the directors then comprising the
<PAGE>
Incumbent Board (other than any individual whose nomination for election to
Board membership was not endorsed by the Company's management prior to, or
at the time of, such individual's initial nomination for election) shall
be, for purposes of this Designation, considered as though such person were
a member of the Incumbent Board;
(iii) on the date of consummation of a merger, consolidation,
recapitalization, sale or disposition of all or a substantial portion of
the Company's assets, or the issuance of shares of stock of the Company in
connection with the acquisition of the stock or assets of another entity;
provided, however, that a Change in Control shall not occur under this
clause if consummation of the transaction would result in at least 50% of
the total voting power represented by the voting securities of the Company
(or, if not the Company, the entity that succeeds to all or substantially
all of the Company's business) outstanding immediately after such
transaction being beneficially owned (within the meaning of Rule 13d-3
promulgated pursuant to the Securities Exchange Act of 1934, as amended) by
at least 50% of the total voting power represented by the voting securities
of the Company (or, if not the Company, the entity that succeeds to all or
substantially all of the Company's business) outstanding immediately after
such transaction being beneficially owned (within the meaning of Rule 13d-3
promulgated pursuant to the Securities Exchange Act of 1934, as amended) by
at least 50% of the holders of outstanding voting securities of the Company
immediately prior to the transaction, with the voting power of each such
continuing holder relative to other such continuing holders not
substantially altered in the transaction; or
(iv) on the date the Company files a report or proxy statement
with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended, disclosing in response to Form 8-K or
Schedule 14A (or any successor schedule, form or report or item therein)
that a change in control of the Company has or may have occurred or will or
may occur in the future pursuant to any then-existing contract or transaction.
Any holder who wishes to receive certificate(s) for Common Stock upon
conversion of his Preferred Shares must deliver the certificate or
certificates representing such Preferred Shares, duly endorsed by the
holder, to the Secretary of the Company at its executive office.
(b) VOTING RIGHTS. The Preferred Shares shall be nonvoting shares.
(c) DIVIDEND AND DISTRIBUTION RIGHTS. The Preferred Shares shall
have no right to participate in any dividends that may be declared with
respect to any other stock of the Company. No distribution shall be made
in respect of the Preferred Shares in connection with any partial or total
liquidation of the Company.
(d) REDEMPTION. The Preferred Shares shall not be redeemable by the
Company.
(e) ADJUSTMENTS TO PREFERRED SHARES. The conversion ratio and
similar terms governing the Preferred Shares (the "Designated Terms") shall
be subject to adjustment as set forth below:
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(i) In case the Company shall hereafter (A) pay a dividend or
make a distribution on its Common Stock in shares of its capital stock
(whether shares of Common Stock or of capital stock of any other class),
(B) subdivide its outstanding shares of Common Stock, (C) combine its
outstanding shares of Common Stock into a smaller number or shares, or (D)
issue by reclassification of its shares of Common Stock any shares of
capital stock of the Company, the Designated Terms in effect immediately
prior to such action shall be adjusted so that the Registered Holder of any
Preferred Shares thereafter converted shall be entitled to receive the
number of shares of capital stock of the Company which he or she would have
owned immediately following such action had such Preferred Shares been
converted immediately prior thereto.
(ii) An adjustment made pursuant to this subsection shall become
effective immediately after the record date in the case of a dividend and
shall become effective immediately after the effective date in the case of
a subdivision, combination, reclassification or issue. If, as a result of
an adjustment made pursuant to this subsection, the Registered Holder of
any Preferred Shares thereafter converted shall become entitled to receive
shares of two or more classes of capital stock of the Company, the Board of
Directors (whose determination shall be conclusive and shall be described
in a statement filed with the transfer agent of the Company) shall
determine the allocation of the adjusted Designated Terms between or among
shares of such classes of capital stock.
(iii) No adjustment in the Designated Terms shall be required to
be made unless such adjustment would require an increase or decrease of at
least one one-hundredth of a share; provided, however, that any adjustments
which by reason of this subsection are not required to be made shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under this subsection (f) shall be made to the nearest one-
hundredth of a share, as the case may be, but in no event shall the Company
be obligated to issue fractional shares upon the conversion of any
Preferred Share.
(iv) In the event that at any time as a result of an adjustment
made pursuant to subsection (i) of this subsection (e) the Registered
Holder of any Preferred Share thereafter converted shall become entitled to
receive any shares of the Company other than shares of its Common Stock,
thereafter the Designated Terms of such other shares so receivable upon
conversion of any Preferred Shares shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to Common Stock contained in subsections (i)
through (iii) of this subsection (e).
THE COMPANY IS AUTHORIZED TO ISSUE 876,341 SHARES OF SERIES C
PREFERRED STOCK.
<PAGE>
IN WITNESS WHEREOF, THIS CERTIFICATE OF DESIGNATIONS HAS BEEN EXECUTED
BELOW ON BEHALF OF THE CORPORATION ON THIS TWENTY SECOND DAY OF FEBRUARY
2000 BY ITS PRESIDENT AND ACKNOWLEDGED BY ITS SECRETARY, THEREUNTO DULY
AUTHORIZED.
/s/ George A. Kast
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George A. Kast, President
ACKNOWLEDGED BY: /s/ Gary L. Brown
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Gary L. Brown, Secretary
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
The foregoing was acknowledged before me this 22nd day of February,
2000, by George A. Kast, President of GLOBAL WATER TECHNOLOGIES, INC.
WITNESS my hand and official seal.
My Commission expires: 12/05/01
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Debra K. Rogers
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Notary Public
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
The foregoing was acknowledged before me this 22nd day of February,
2000, by Gary L. Brown, Secretary of GLOBAL WATER TECHNOLOGIES, INC.
WITNESS my hand and official seal.
My Commission expires: 12/05/01
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Debra K. Rogers
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Notary Public
