SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 1, 2000
The Right Start, Inc.
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(Exact Name of Registrant as Specified in Charter)
California 0-19536 95-3971414
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(State or Other (Commission File Number) (IRS Employer No.)
Jurisdiction of
Identification
Incorporation)
5388 Sterling Center Drive, Unit C
Westlake Village, California 91361
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(Address of Principal Executive Offices) (Zip Code)
(818) 707-7100
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(Registrant's telephone number, including area code)
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
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As of October 10, 2000, the Registrant has received $7.4 million
in aggregate proceeds from the sale of its securities in private placements. On
September 1, 2000, the Registrant sold $2 million in aggregate principal amount
of its Senior Subordinated Convertible Pay-in-Kind Notes due 2005 (the
"Convertible Notes") to affiliates. The Convertible Notes bear interest at the
rate of 8% per annum and are convertible into common stock at a price of $2.375
per share of common stock. The Convertible Notes are secured by a subordinate
lien on substantially all of the Registrant's assets and rank pari passu with
any future subordinated debt issued by the Registrant. On October 6, 2000 and
October 10, 2000, the Registrant sold 44,000 shares of its Series D Convertible
Pay-in-Kind Preferred Stock (the "Series D Convertible Preferred Stock") for
$4.4 million, a portion of which was purchased by affiliates. The Series D
Convertible Preferred Stock pays dividends at a rate of 8% per annum, has a
liquidation preference of $100 per share and is convertible into common stock at
the rate of $2.00 per share of common stock. The Series D Convertible Preferred
Stock ranks pari passu with the Registrant's outstanding preferred stock other
than its Series A Mandatorily Redeemable Preferred Stock which ranks senior with
respect to liquidation preference after June 1, 2002. In addition, the
Registrant can cause the Series D Convertible Preferred Stock to convert after
October 6, 2001 if the Registrant's common stock has traded over $3.00 for
twenty consecutive trading days. On October 10, 2000, the Registrant sold an
additional $1 million in aggregate principal amount of the Convertible Notes to
Affiliates. Each of the Convertible Notes and the Series D Convertible Preferred
Stock has a pay-in-kind feature that permits the Registrant to pay dividends or
interest in additional securities. On October 10, 2000, RightStart.com Inc.
("RightStart.com") issued shares of its common stock resulting in the
Registrant's ownership of RightStart.com falling below 50%. The Registrant's
balance sheet as of August 26, 2000, on a pro-forma basis for the issuance by
the Registrant of the Convertible Debt and Series D Convertible Preferred Stock
and the deconsolidation of the Registrant and RightStart.com as a result of the
issuance of common stock by RightStart.com, has been filed as an exhibit to this
Form 8-K. The Registrant's press release relating to the financing the
Registrant has been filed as an exhibit to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
4.1 Certificate of Determination of Preferences regarding Registrant's
Series D Convertible Pay-in-Kind Preferred Stock.
10.1 Securities Purchase Agreement dated as of October 6, 2000 among
the Registrant and the purchasers thereunder of the Registrant's
Series D Convertible Pay-in-Kind Preferred Stock.
99.1 Pro-Forma Balance Sheet of the Registrant as of September 30,
2000.
99.2 Press Release of the Registrant dated October 10, 2000.
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.
THE RIGHT START, INC.
Date: October 10, 2000 /s/ Raymond P. Springer
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Raymond P. Springer
Chief Financial Officer and
Secretary
EXHIBIT INDEX
4.1 Certificate of Determination of Preferences regarding Registrant's Series D
Convertible Pay-in-Kind Preferred Stock.
10.1 Securities Purchase Agreement dated as of October 6, 2000 among the
Registrant and the purchasers thereunder of the Registrant's Series D
Convertible Pay-in-Kind Preferred Stock.
99.1 Pro-Forma Balance Sheet of the Registrant as of August 31, 2000.
99.2 Press Release of the Registrant dated October 10, 2000.
