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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): December 12, 1996
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PTI HOLDING INC.
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(Exact Name of Registrant as Specified in its charter)
Delaware 1-11586 13-3590980
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(State or jurisdiction Commission (I.R.S.Employer
of incorporation or file number Identification No.)
organization)
c/o 15 East North Street, Dover, DE 19901
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(Address of principal executive offices) (Zip Code)
(302) 678-0855
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(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events.
Pursuant to the Warrant Agreement dated December 22, 1992 by and among
PTI Holding Inc. (f/k/a Aerial Assault Inc.), a Delaware corporation (the
"Registrant"), Corporate Stock Transfer, Inc., and Oak Ridge Investments, Inc.,
as previously amended (the "Warrant Agreement"), the Registrant has 460,000
warrants outstanding. Each warrant entitles the holder to purchase one share of
the Registrant's common stock, par value $0.01 per share, for a purchase price
of $7.50 a share. The Warrant Agreement provides for the expiration of the
warrants at the earlier of January 15, 1997, or the redemption date as set forth
in section 8 of the Warrant Agreement. The Registrant has amended the Warrant
Agreement providing for an extension of the expiration date of the warrants. The
amendment provides that the warrant expiration date shall be the earlier of 5:00
p.m. (New York time) on January 15, 1998, or the redemption date as set forth in
section 8 of the Warrant Agreement.
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(c) Exhibits.
Exhibit No. Description
1 Amendment No. 1 dated October 18, 1995 to Warrant Agreement dated
December 22, 1992, incorporated by reference to like-number exhibit in
the Registrant's Current Report on Form 8-K dated July 9, 1996 under
the Securities Exchange Act of 1934, as amended
2 Amendment No. 2 dated June 6, 1996 to Warrant Agreement dated December
22, 1992, as amended, incorporated by reference to like-number exhibit
in the Registrant's Current Report on Form 8-K dated July 9, 1996
under the Securities Exchange Act of 1934, as amended
3 Amendment No. 3 dated December 12, 1996 to Warrant Agreement dated
December 22, 1992, as amended
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SIGNATURE
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, thereunto duly authorized.
Dated: December 12, 1996
PTI HOLDING INC.
By/s/ Seth A. Akabas
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Seth A. Akabas,
Assistant Secretary
(authorized signatory)
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SIGNATURE
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, thereunto duly authorized.
Dated: December 12, 1996
PTI HOLDING INC.
By____________________
Seth A. Akabas,
Assistant Secretary
(authorized signatory)
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AMENDMENT NO. 3 TO WARRANT AGREEMENT
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AMENDMENT dated December 12, 1996 to the Warrant Agreement dated
December 22, 1992 by and among PTI Holding Inc. (f/k/a Aerial Assault Inc.), a
Delaware corporation (the "Company"), Corporate Stock Transfer, Inc., a Colorado
corporation as Warrant Agent (the "Warrant Agent"), and Oak Ridge Investments,
Inc., an Illinois corporation ("Oak Ridge"), as previously amended (the "Warrant
Agreement").
WHEREAS, in connection with a public offering of 460,000 units
("Units"), each unit consisting of two (2) shares of the Company's Common Stock,
$.01 par value ("Common Stock"), and one (1) Common Stock Purchase Warrant,
pursuant to an underwriting agreement (the "Underwriting Agreement") between the
Company and Oak Ridge, and the issuance to Oak Ridge or its designees of an
Underwriter's Warrant to purchase 40,000 additional Units (the "Underwriter's
Warrant"), the Company issued or may issue in the aggregate 500,000 Common Stock
Purchase Warrants ("Warrants"); and
WHEREAS, the Company, Oak Ridge and the Warrant Agent desire to amend
the Warrants as set forth herein,
NOW THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth and for the purpose of defining the terms and
provisions of the Warrants and the certificates representing the Warrants and
the respective rights and obligations thereunder of the Company, the holders of
certificates representing the Warrants and the Warrant Agent, the parties hereto
hereby agree as follows:
Section 1(i) of the Warrant Agreement is hereby amended to read as
follows:
SECTION 1. Definitions.
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(i) "Warrant Expiration Date" shall mean 5:00 p.m. (New York
time) on January 15, 1998, or the Redemption Date as defined in Section
8, whichever is earlier; provided that if such date shall in the State
of New York be a holiday or a day on which banks are authorized to
close, then 5:00 p.m. (New York time) on the next following day that in
the State of New York is not a holiday or a day on which banks are
authorized to close. The foregoing sentence to the contrary
notwithstanding, the Warrants subject to the Underwriter's Warrant
shall not be redeemable except in the case of a demand for registration
under paragraph 6(b) of the Underwriter's Warrant, as set forth in such
paragraph 6(b).
This Amendment may be executed in several counterparts, which taken
together shall constitute a single document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
PTI HOLDING INC.
By:/s/ Meredith Birrittella
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Meredith Birrittella, CEO
CORPORATE STOCK TRANSFER, INC.
By:/s/ Carylyn Bell
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Carylyn Bell, President
OAK RIDGE INVESTMENTS, INC.
By:/s/ David Klaskin
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David Klaskin, President
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This Amendment may be executed in several counterparts, which taken
together shall constitute a single document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
PTI HOLDING INC.
By:_________________________
Meredith Birrittella, CEO
CORPORATE STOCK TRANSFER, INC.
By:_________________________
Carylyn Bell, President
OAK RIDGE INVESTMENTS, INC.
By:________________________
David Klaskin, President
