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U.S. 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): JANUARY 29, 1997
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DESTRON FEARING CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19688 84-1079037
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
490 VILLAUME AVENUE
SOUTH ST. PAUL, MINNESOTA 55075
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (612) 455-1621
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
(The remainder of this page was intentionally left blank.)
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ITEM 5. OTHER EVENTS.
On January 30, 1997, the Company sold an aggregate of 650,000 shares of
common stock in a private placement to two U.S. investors at an offering
price of $2.00 per share.
The press release of Destron Fearing Corporation dated January 31, 1997 is
attached hereto as Exhibit 99.2 and is hereby incorporated herein.
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements. This Current Report on Form 8-K and other
materials filed or to be filed by the Company with the Securities and Exchange
Commission, as well as other written materials or oral statements that the
Company may make or publish from time to time, contain forward-looking
statements relating to business prospects, anticipated financial performance and
similar matters. These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially from the anticipated
results or other expectations expressed in the forward-looking statements.
These risks and uncertainties include, but are not limited to, changes in order
quantities by customers, the unanticipated loss of business from major
customers, slower than anticipated sales growth, inadequate capital resources,
the threat of intellectual property disputes and an inability to obtain
favorable terms from suppliers.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
Exhibit 99.1 Press Release of Destron Fearing Corporation
dated January 29, 1997.
Exhibit 99.2 Press Release of Destron Fearing Corporation dated
January 31, 1997
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On January 29, 1997, the Company sold an aggregate of 1,000,000 shares of
common stock at an offering price of $2.00 per share, and an aggregate
offering price of $2,000,000, in a private placement to three foreign
investors pursuant to Regulation S under the Securities Act of 1933. The
Company engaged John G. Kinnard and Company, Incorporated (the "Agent"), as
its placement agent in connection with the sale of the common stock. The
Company paid the Agent a commission of seven percent (7%) of the gross
proceeds from the sale of stock, reimbursed the Agent for its out-of-pocket
expenses, and issued five-year warrants to the Agent for the purchase of
100,000 shares of common stock at an exercise prie of $3.50 per share. The
Company's reliance on Regulation S was based on representations by investors
regarding domicile and investment intent.
The press release of Destron Fearing Corporation dated January 29, 1997 is
attached hereto as Exhibit 99.1 and is hereby incorporated herein.
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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.
Destron Fearing Corporation
Date: February 6, 1997. By /s/ Randolph K. Geissler
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Randolph K. Geissler
President and Chief Executive Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
DESTRON FEARING CORP. RAISES $2 MILLION IN PRIVATE PLACEMENT
SOUTH ST. PAUL, Minn., Jan. 29 -- Destron Fearing Corp (Nasdaq: DFCO) announced
today that it has raised $2 million in new capital in a private placement
arranged by John G. Kinnard and Company, Incorporated. The company sold
1,000,000 shares of common stock at $2 per share to three foreign institutional
investors.
"This private placement was arranged earlier this month, and the company has now
received the proceeds," said Randolph K. Geissler, president and chief
executive. "This restores our working capital to a satisfactory level. We also
have reached an agreement with our bank for a restructuring and temporary
extension of our bank credit line.
"Working capital pressures have consumed a great deal of management attention
over the past few months. With completion of this financing, we will be able to
concentrate our efforts on increasing the sales of our electronic identification
devices, where we continue to believe that the prospects are currently very
bright."
Destron Fearing Corporation, based in South St. Paul, Minn., manufactures a
broad line of electronic and visual identification devices for companion
animals, livestock, laboratory animals, fish and wildlife.
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Exhibit 99.2
FOR IMMEDIATE RELEASE
DESTRON FEARING CORP. RAISES ADDITIONAL $1.3 MILLION IN PRIVATE PLACEMENT
SOUTH ST. PAUL, Minn., Jan . 31 -- Destron Fearing Corporation (Nasdaq:DFCO)
announced today that it has closed on an additional $1.3 million in equity
financing with the private placement of 650,000 shares of common stock at $2 per
share with two U.S.-based individual investors.
On Tuesday, Destron Fearing announced that it had placed $2 million in common
stock with three foreign institutions.
"The financing announced today completes our present 1997 equity financing plan
and should assure us of adequate working capital to meet our requirements," said
Randolph K. Geissler, president and chief executive. "We are off to a strong
start with a profitable first quarter and we are looking forward to a
significant expansion of our sales overseas this year. With government-mandated
identification programs for domestic pets in Europe and Japan and with
continuing concerns about mad cow disease in Europe, we believe the prospects
for increased sales of our electronic identification systems are very good."
Destron Fearing Corporation, based in South St. Paul, Minn., manufactures a
broad line of electronic and visual identification devices for companion
animals, livestock, laboratory animals, fish and wildlife.
