SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 7, 1997
RT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20436 65-0309477
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1875 East Lake Mary Boulevard, Sanford, Florida 32773
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 322-8000
_______________________________________________________________________
Former name or former address, if changed since last report
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
1. RT Industries, Inc. (the "Company") entered into an Offshore Securities
Subscription Agreement (the "Agreement") pursuant to which the Company sold four
(4) 10% Cumulative Convertible Debentures dated each of March 7, 1997, March 12,
1997, March 12, 1997 and March 20, 1997, respectively (the "Debentures" and
individually, a "Debenture"), in the aggregate amount of Five Million Five
Hundred Thousand U.S. Dollars ($5,500,000), in reliance upon the exemption from
registration afforded by Regulation S ("Reg S") as promulgated by the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act").
The Debentures mature on each of March 7, 1998, March 12, 1998, March 12,
1998 and March 20, 1998, respectively (each a "Maturity Date") but may be
converted into shares of the Common Stock, par value $.001 per share, of the
Company (the "Shares") any time commencing sixty (60) days after the date of
issuance of the Debenture, as more particularly set forth in paragraph 5 hereof.
Each Debenture entitles the holder to interest (payable in cash or in kind as
Shares) on the unpaid principal amount at the date of conversion (the
"Conversion Date") at the rate of 10% per year, payable on a pro-rata basis at
the earlier of (i) the date the Debenture is converted or redeemed or (ii) the
Maturity Date. The Debentures cannot be converted before the expiration of the
aforesaid 60 day period.
Under the terms of the Agreement, the Company may, at its sole option upon
three (3) business days' notice, redeem the Debentures (or a portion thereof) at
any time prior to conversion, at a redemption price which shall be equal to (i)
110% of the principal amount of the Debenture to be redeemed if the Company
exercises its redemption rights on or before the thirtieth (30th) day following
the date of purchase of the Debenture or (ii) 125% of the principal amount to be
redeemed, any time after the thirtieth (30th) day following the date of purchase
of the Debenture.
Subject to a two-year mandatory conversion period for any Shares issued
pursuant to the default provisions of the Agreement (i.e., the Company had
insufficient authorized shares of Common Stock available for issuance at the
date of conversion), the holder of each Debenture is prohibited from converting
that principal amount of the Debenture which would result in the issuance to
such holder of Shares in excess of 4.9% of the shares of Common Stock of the
Company outstanding as at the date of such conversion.
Lastly, there are set forth in the Agreement, as well as the Purchaser
Representation Letters and Notices annexed thereto and executed with respect to
each Debenture, various investment representations by the subscribers,
including, without
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limitation, that each subscriber (a) is not a "U.S. Person" as such term is
defined in Reg S, (b) is outside of the United States at the time the purchase
order for the Debenture originated, at the time the Agreement was signed and
delivered by the subscriber and at the time such subscriber executed the Notice;
(c) is not purchasing or converting the Debenture on behalf of a "U.S. Person"
and (d) the transactions contemplated by the Agreement are not part of a plan or
scheme by such subscriber to evade the registration provisions of the Act.
2. Domain Investments, Inc. acted as the placement agent in connection with
the offering of the Debentures pursuant to Reg S.
3. As represented and warranted to the Company in the Agreement, the class
to whom the securities were sold were "accredited investors" as such term is
defined in Regulation D promulgated under the Act.
4. The exemption from registration claimed by the Company in connection
with the issuance of the Debentures is pursuant to Reg S.
5. Each holder of the Debentures has the right, at its sole option any time
sixty (60) days after the date of issuance but not later than the Maturity Date,
to convert the Debenture held by it, whether whole or in part, into Shares at a
conversion price equal to the lesser of seventy-five percent (75%) of: (i) the
average closing bid price of the shares of Common Stock of the Company as quoted
on NASDAQ for the five (5) trading days preceding the date on which notice of
conversion is effective, or (ii) one hundred ten percent (110%) of the average
closing bid price of the shares of Common Stock of the Company as quoted on
NASDAQ for the five (5) trading days preceding the date on which the funds
necessary to purchase such Debentures were received by the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RT INDUSTRIES, INC.
By: /s/ John K. Kenney
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John K. Kenney, President
Date: April 2, 1997
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