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UNITED STATES
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):
September 19, 1997 (October 3, 1997)
NORRIS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20734 None
(State or other jurisdiction of (Commission (I.R.S. Empl. Ident. No.)
incorporation or organization) File Number)
13114 Evening Creek Drive South, San Diego, California 92128
(Address of principal executive offices) (Zip Code)
(619) 679-1504
(Registrant's telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
None
(b) Pro forma financial information.
None
(c) Exhibits
3.3 Certificate of Designation of Preferences, Rights and
Limitations of Series A Redeemable Convertible Preferred
Stock filed on September 19, 1997
ITEM 9. SALE OF EQUITY SECURITIES PURSUANT TO REGULATION S
On September 19, 1997, the Company filed a Certificate of Designation of
Preferences, Rights and Limitations of Series A Redeemable Convertible Preferred
Stock with the Delaware Secretary of State, designating 100,000 shares of its
preferred stock ("Series A Stock"). The Series A Stock has voting rights equal
to the number of shares of Common Stock into which the Series A Stock is
convertible. Dividends of 8% per annum are cumulative and may be payable in cash
or shares of Common Stock, at the Company's election. The Series A Stock has a
liquidation preference of $10.00 per share, plus accrued and unpaid dividends,
with no participation after the preference is paid.
The Series A Stock is convertible into shares of Common Stock computed by
dividing $10.00 plus accrued and unpaid dividends by the lesser of (i) $0.0875
or (ii) 80% of the average closing bid price for the Common Stock for the ten
trading days immediately following any and each distribution in shares,
subdivision, split up, combination, reclassification, or other change in Common
Stock. There are not currently sufficient authorized but unissued shares of
Common Stock available for conversion of the Series A Stock and the Company is
obligated to take appropriate corporate action to authorize additional shares of
its Common Stock, to be reserved and kept available solely for issuance upon the
conversion of the Series A Stock.
The Company is required to redeem the Series A Stock on September 1, 2000
("Mandatory Redemption Date") and upon the occurrence of certain other events.
The Company may redeem the Series A Stock earlier only if there are sufficient
shares available for conversion of the Series A Stock. The redemption price is
$10.00 per share plus accrued and unpaid dividends if there are sufficient
shares available for conversion of the Series A Stock, otherwise the redemption
price is equal to the greater of (i) $10.00 per share plus accrued and unpaid
dividends or (ii) an amount equal to a five day market price multiplied by the
shares into which the Series A Stock would be convertible if shares were
authorized, plus a 10% premium. If sufficient shares of Common Stock for
conversion of the Series A Stock are not authorized by March 31, 1998, the
dividend rate shall be increased to 12% until sufficient shares are authorized
and the Mandatory Redemption Date shall be accelerated to December 31, 1998.
In September 1997, the Company issued 82,000 shares of the Series A Stock for
$820,000 cash to eight accredited investors in the United States and to five
qualified investors outside of the United States. The Securities issued to
non-United States investors (52,500 shares) were issued in accordance with
Regulation S of the Securities Act of 1933. The issuance of such securities to
United States investors (29,500 shares) was exempt from registration under the
Securities Act of 1933 pursuant to section 4(2) thereof and regulation D
promulgated thereunder. An appropriate legend was placed on the Series A Stock
and will be placed on the shares issuable upon conversion of the Series A Stock
unless registered under the Act prior to issuance, or exempt from registration.
The Company has agreed for the benefit of United States investors to file a
registration statement on the stock obtained on conversion of the Series A Stock
as soon as the Company is eligible to use Form S-3 and when the Company has
sufficient authorized shares of Common Stock available for issuance.
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Net proceeds from the sale of the Series A Stock of approximately $780,000 is
intended for (i) development and engineering on the Company's Flashback
Audio(TM) technology and other technologies, (ii) marketing to new OEM
customers, (iii) reduction of accounts payable and (iv) for general working
capital.
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.
NORRIS COMMUNICATIONS, INC.
Date: October 3, 1997 By: /s/ ALFRED H. FALK
--------------------------------
Alfred H. Falk
President
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NORRIS COMMUNICATIONS, INC.
EXHIBIT 3.3
Certificate of Designation of Preferences, Rights and
Limitations of Series A Redeemable Convertible
Preferred Stock filed on September 19, 1997
CERTIFICATE OF DESIGNATION
OF PREFERENCES, RIGHTS AND LIMITATIONS
OF
SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK OF
NORRIS COMMUNICATIONS, INC.
PURSUANT TO SECTION 151 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE
The undersigned, ELWOOD G. NORRIS and ROBERT PUTNAM, do hereby certify
that:
1. They are the Chairman of the Board and Chief Executive Officer and
Secretary, respectively, of NORRIS COMMUNICATIONS, INC., a Delaware corporation
(the "Corporation").
2. The Corporation is authorized to issue five million (5,000,000)
shares of preferred stock, none of which has been issued.
3. The following resolutions were duly adopted by the Board of
Directors:
WHEREAS, the Certificate of Incorporation of the Corporation provides for a
class of its authorized stock known as preferred stock, comprised of five
million (5,000,000) shares, $.001 par value, issuable from time to time in one
or more series;
WHEREAS, the Board of Directors of the Corporation is authorized to fix the
dividend rights, dividend rate, voting rights, conversion rights, rights and
terms of redemption and liquidation preferences of any wholly unissued series of
preferred stock and the number of shares constituting any series and the
designation thereof, of any of them; and
WHEREAS, the Corporation has not issued any of such preferred stock and it
is the desire of the Board of Directors of the Corporation, pursuant to its
authority as aforesaid, to fix the rights, preferences, restrictions and other
matters relating to the preferred stock as follows:
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby
provide for the issuance of an initial series of preferred stock for cash or
exchange of other securities, rights or property and does hereby fix and
determine the rights, references, restrictions and other matters relating to
such initial series of preferred stock as follows:
1. DESIGNATION. The initial series of preferred stock shall consist of
one hundred thousand (100,000) shares designated and ----------- known as
"Series A Redeemable Convertible Preferred Stock" (hereinafter referred to as
"Preferred Stock"). The Corporation may issue fractional shares of Preferred
Stock.
2. VOTING.
(A) With respect to each matter submitted to a vote of
shareholders of the Corporation, each holder of Preferred Stock shall be
entitled to cast a number of votes equal to the number of shares of Common Stock
of the Corporation into which such holder's shares of Preferred Stock are then
convertible. If a holder is entitled to cast a vote with respect to a fractional
share of Common Stock, such fractional share shall be rounded up to the next
whole number. The Corporation shall not, without the affirmative vote or written
consent of the holders of at least a majority of the outstanding Preferred Stock
(i) authorize or create any additional class or series of stock ranking prior to
or on a parity with the Preferred Stock as to dividends or the distribution of
assets upon liquidation, or (ii) change any of the rights, privileges or
preferences of the Preferred Stock.
(B) Except as otherwise required by law or by this Section 2,
holders of Common Stock and Preferred Stock shall vote as a single class on all
matters submitted to the shareholders.
3. DIVIDENDS. Subject to the provisions of Section 8 hereof, the
holders of Preferred Stock shall be entitled to receive, out of any funds
legally available therefor and the Corporation shall pay, dividends at the
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fixed rate of eight percent (8%) per annum, payable in quarterly installments on
the 1st day of September, December, March and June of each year. Such dividends
shall accrue from the date of issuance of the shares of Preferred Stock and
shall be deemed to accrue from day to day whether or not earned and declared.
Such dividends shall be payable before any dividends shall be paid, declared or
set apart for any other class of stock, and shall be cumulative so that if for
any dividend period such dividends are not paid or declared and set apart
therefor, the deficiency shall be paid, in whole or in part (without interest),
on the next succeeding dividend payment date on which the Corporation has any
funds legally available therefor. Until any delinquency has been fully paid or
declared and set apart for payment, no distribution, by dividend or otherwise,
shall be paid on, declared or set apart for any other class of stock of the
Corporation and no shares of any other class of stock shall be acquired,
directly or indirectly, by redemption or otherwise, except for the repurchase by
the Corporation of shares of Common Stock for an amount not in excess of the
original sale price thereof pursuant to employee stock purchase agreements.
Notwithstanding the foregoing, the Corporation, in its sole and absolute
discretion, may pay such dividends through the issuance of additional equity
securities.
4. RIGHTS ON LIQUIDATION. On any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of the Preferred Stock
shall receive, out of assets legally available therefor, an amount equal to
$10.00 per share, plus all accrued but unpaid dividends thereon (whether or not
such dividends have been declared) to the date fixed for payment of such
distributive amount, before any amount shall be paid to the holders of any other
class of stock. In the event that the assets of the Company available for
distribution to the holders of the Preferred Stock are insufficient to permit
full payment to the holders of such shares as herein provided, then such assets
shall be distributed ratably among the outstanding shares of Preferred Stock. In
the event that the Corporation has additional assets available for distribution
after payment to the holders of the Preferred Stock as herein provided, such
assets shall be distributed to holders of Common Stock.
5. CONVERSION.
(A) At the election of each holder and upon compliance with the
provisions of subparagraph (b) below as to surrender thereof, each share of
Preferred Stock may be converted into that number of fully paid and
non-assessable shares of Common Stock of the Corporation (the "Conversion
Stock"), determined by dividing $10.00 per share plus a sum equal to all accrued
but unpaid dividends (or a premium amount equivalent thereto) by the lesser of
(i) $0.0875 or (ii) eighty percent (80%) of the average closing bid price for
the Common Stock for the 10 trading days immediately following any and each
distribution in shares, subdivision, split up, combination, reclassification, or
other change in Common Stock. The conversion price (the "Conversion Price")
shall be subject to adjustment as hereinafter provided.
(B) To convert any or all of his or her Preferred Stock into
Common Stock, the holder shall surrender the certificate or certificates
evidencing such Preferred Stock, duly endorsed or assigned, to the Corporation,
accompanied by a written notice that the holder elects to convert such Preferred
Stock, stating therein the name or names in which the holder wishes the
certificate or certificates for shares of Common Stock to be issued. As soon as
practicable after the surrender of such certificates, there shall be issued and
delivered to such holder, or to the holder's nominee or nominees, a certificate
or certificates for the number of shares of Common Stock to which the holder
shall be entitled, together with cash in lieu of any fraction of a share as
provided in subparagraph (e) below. Such conversion shall be deemed to have been
made as of the date of such surrender of the certificate or certificates for
Preferred Stock to be converted, and on and after such date the person or
persons entitled to receive the shares of Common Stock issued upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock.
(C) Any Preferred Stock which at any time has been converted
shall be forthwith permanently retired and canceled and shall in no
circumstances be reissued and the Corporation may from time to time take such
appropriate action as may be necessary to reduce the authorized Preferred Stock
accordingly.
(D) The Corporation shall take appropriate corporate action to
authorize additional shares of its Common Stock, to be reserved and kept
available solely for issuance upon the conversion of Preferred stock as herein
provided, such number of shares of Common Stock as shall from time to time be
issuable upon the conversion of all outstanding Preferred Stock. If the
Corporation does not have sufficient authorized shares by March 31, 1998, then
the dividend rate specified in Section 3 shall retroactively be increased to
twelve percent (12%) until sufficient authorized shares have been reserved in
accordance with this section and the mandatory redemption date set forth in
Section 7(b) shall be accelerated to December 31, 1998.
(E) Upon any conversion, fractional shares shall not be issued
but any fractions shall be adjusted by payment in cash by the Corporation on the
basis of the market price of the Common Stock at the close of business on the
date of conversion. For purposes hereof, market price shall be determined as
follows:
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(I) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such an exchange, the
market value shall be the last reported sale price of the Common Stock on such
exchange on the date of conversion or, if no such sale is made on such day, the
average of the highest bid and lowest asked prices for such day on such
exchange, or
(II) If the Common Stock is not so listed or admitted to
unlisted trading privileges, the market value shall be, in the case of
securities which are not designated as "National Market" securities, the average
of the highest bid and lowest asked prices, the average of the highest bid and
lowest asked prices, and in the case of securities which are designated as
"National Market" securities, the last reported sales price, in each case as
quoted on the National Association of Securities Dealers Automated Quotations
System on the date of conversion; or
(III) If the security is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not reported, the
current market value shall be determined in such reasonable manner as may be
prescribed from time to time by the Board of Directors of the Corporation.
The Corporation shall pay all issue taxes, if any, incurred in respect of the
issue of shares of Common Stock on conversion; provided, however, that the
Corporation shall not be required to pay any transfer or other taxes incurred by
reason of the issuance of such shares of Common Stock in names other than those
in which the Preferred Stock surrendered for conversion is then registered.
(F) In case the Corporation shall propose at any time to take any
action described in Section 6 below, then, in each such case, the Corporation
shall mail to the holders of record of Preferred Stock at their last known post
office addresses as shown by the Corporation's records a statement, signed by an
officer of the Corporation, with respect to the proposed action, setting forth
such facts with respect thereto as shall be reasonably necessary to inform the
holders of Preferred Stock as to the effect of such action upon their conversion
rights. Such statement shall be mailed at least twenty (20) days prior to the
date of the taking of such action.
6. ADJUSTMENTS; STOCK DIVIDENDS;
RECLASSIFICATION; REORGANIZATION
MERGER AND ANTIDILUTION PROVISIONS.
(A) If the Corporation increases or decreases the number of its
issued and outstanding shares of Common Stock, or changes in any way the rights
and privileges of such shares, by means of (i) the payment of a stock dividend
or the making of any other distribution on such shares payable in its Common
Stock, (ii) a subdivision of shares, (iii) a consolidation or combination of
shares, or (iv) a reclassification or recapitalization involving its Common
Stock, then the Conversion Price in effect at the time of such action and the
number of shares of Common Stock into which the Preferred Stock is then
convertible shall be the same as they would have been if the shares of Common
Stock into which the Preferred Stock was convertible immediately prior to the
event at issue had been issued and outstanding at the time of such event. As an
example, if the Corporation were to declare a two-for-one stock split or a one
hundred percent (100%) stock dividend, then the number of shares of Common Stock
into which the Preferred Stock is convertible would be doubled and the
Conversion Price for all remaining shares of Common Stock would be reduced by
fifty percent (50%). These adjustments would result in the rights of the holders
of Preferred Stock not being diluted by the stock split or stock dividend.
If the Corporation declares a dividend payable in money on its Common
Stock and at substantially the same time offers to its shareholders a right to
purchase new shares of Common Stock from the proceeds of such dividend or for an
amount substantially equal to such dividend, all shares of Common Stock so
issued shall, for purposes hereof, be deemed to have been issued as a stock
dividend.
(B) If the Corporation pays or makes any dividend or other
distribution upon its Common Stock payable in securities or other property,
excluding money or the Corporation's Common Stock, but including (without
limitation) shares of any other class of the Corporation's stock or stock or
other securities convertible into or exchangeable for shares of Common Stock or
of any other class of the Corporation's stock or other interests in the
Corporation or its assets (the "Convertible Securities"), a proportionate part
of such securities or other property shall be set aside by the Corporation and
delivered to the holders of Preferred Stock in the event that such holders
convert their Preferred Stock. The securities and other property deliverable to
such holders upon the conversion of Preferred Stock from time to time shall be
in the same ratio to the total securities and property set aside for such
holders as the number of shares of Common Stock into which the Preferred Stock
is converted is to the total number of shares of Common Stock into which the
Preferred Stock was convertible at the time the securities or property were set
aside for such holders.
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If the Corporation declares a dividend payable in money or its Common
Stock and at substantially the same time offers to its shareholders a right to
purchase new shares of a class of stock other than Common Stock, Convertible
Securities, or other interests from the proceeds of such dividend or for an
amount substantially equal to the dividend, all shares of such stock,
Convertible Securities, or other interests so issued or transferred shall, for
purposes hereof, be deemed to have been issued as a dividend or other
distribution subject to this subsection (b).
(C) If at any time the Corporation grants to its shareholders any
right to subscribe pro rata for additional securities of the Corporation,
whether Common Stock, Convertible Securities, or other classifications, or for
any other securities or interests that a holder of Preferred Stock would have
been entitled to subscribe for if, immediately prior to such grant, such holder
had converted Preferred Stock into Common Stock, and if such action by the
Corporation does not result in a readjustment of the conversion price under any
other subsection of this Section 6, then the Company also shall grant to such
holder the same subscription rights that the holder would be entitled to if the
holder had converted Preferred Stock into Common Stock prior to such grant.
(D) Upon the occurrence of any of the following events, the
Corporation shall cause effective provision to be made so that each holder of
Preferred Stock shall have the right thereafter, by converting such Preferred
Stock, to acquire for the aggregate Conversion Price described herein the kind
and amount of shares of stock and other securities, and property and interests,
as would be issued or payable with respect to or in exchange for the number of
shares of Common Stock of the Corporation into which the Preferred Stock is then
convertible as if such shares of Common Stock had been issued to such holder
immediately before such event: (i) the reclassification, capital reorganization
or other similar change of outstanding shares of Common Stock of the
Corporation, other than as described and provided for in subsection (a) above;
(ii) the merger or consolidation of the Corporation with one or more other
corporations or other entities, other than a merger with a subsidiary or
affiliate pursuant to which the corporation is the surviving corporation and the
outstanding shares of Common Stock, including the shares of Common Stock into
which the Preferred Stock is then convertible pursuant hereto, are not affected,
or (iii) the spin-off of assets, a subsidiary, or an affiliated entity, or the
sale, lease, or exchange of a significant portion of the Corporation's assets,
in a transaction pursuant to which the Corporation's shareholders are to receive
securities or other interests in a successor entity. Any such provision made by
the Corporation for adjustments with respect to the Preferred Stock shall be as
nearly equivalent to the adjustments otherwise provided for herein as is
reasonably practicable.
(E) If any sale, lease, or exchange of all, or substantially all,
of the Corporation's assets or business, or if any dissolution, liquidation or
winding up of the Corporation (a "Termination of Business") is proposed, the
Corporation shall deliver written notice to each holder of Preferred Stock as a
condition precedent to the consummation of any such Termination of Business. If,
as a result of such a Termination of Business, shareholders of the Corporation
are to receive securities or other interests of a successor entity, the
provisions of subsection (d) above shall apply. However, if the result of such a
Termination of Business is that shareholders of the Corporation are to receive
money or property other than securities or other interest in a successor entity,
each holder of Preferred Stock shall be entitled to convert such shares into
Common Stock prior to the consummation of such Termination of Business, and,
with respect to any shares of Common Stock so acquired, shall be entitled to all
of the rights of the other holders of Common Stock with respect to any
distribution by the Company in connection with such Termination of Business. If
no successor entity is involved and subsection (d) does not apply, all
conversion rights provided for herein shall terminate at the close of business
on the date as of which holders of record of the Common Stock shall be entitled
to participate in a distribution of the assets of the Company in connection with
such Termination of Business; provided, however, that in no event shall that
date be less than ten (10) days after delivery to the holders of Preferred Stock
of the written notice described above. If the termination of conversion rights
hereunder is to occur as a result of such Termination of Business, a statement
to that effect shall be included in that written notice. Notwithstanding the
termination of conversion rights in accordance with the foregoing, upon a
Termination of Business and liquidation of the Corporation, each holder of
Preferred Stock shall be entitled to such rights as are provided for elsewhere
herein.
(F) Upon any adjustment of the Conversion Price, each share of
Preferred Stock shall thereafter be convertible into that number of shares of
Common Stock determined by dividing $10.00 by the new Conversion Price.
(G) The provisions of this Section 6 shall apply to successive
events that may occur from time to time but shall only apply to a particular
event if it occurs prior to the redemption or conversion in full of the
Preferred Stock either by its terms or by its exercise.
(H) Unless the context requires otherwise, whenever reference is
made in this Section 6 to the issuance or sale of shares of Common Stock, the
term "Common Stock" shall mean (i) the $.001 par value common stock of the
Company, (ii) any other class of stock ranking on a parity with, and having
substantially similar rights and privileges as, the Company's $.001 par value
common stock, and (iii) any security convertible into either (i) or (ii).
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(I) For purposes of subsections (a), (b), (c) and (e) above,
shares of Common Stock owned or held at any relevant time by, or for the account
of the Company, in its treasury or otherwise, shall not be deemed to be
outstanding for purposes of the calculations and adjustments described.
7. REDEMPTION.
(A) If the Corporation has sufficient authorized shares as
required by Section 5(a), then the Corporation may redeem the Preferred Stock,
in whole or in part, at any time or from time to time at a redemption price
equal to $10.00 per share plus a sum equal to all accrued but unpaid dividends
thereon to the date fixed for redemption. If the Corporation does not have
sufficient authorized shares as required by Section 5(d), the Corporation may
redeem the Preferred Stock, in whole or in part, at any time or from time to
time at a redemption price equal to the greater of (i) $10.00 per share plus a
sum equal to all accrued but unpaid dividends (or a premium amount equivalent
thereto) thereon to the date fixed for redemption or (ii) the five day average
bid price immediately preceding the notice multiplied by the number of shares of
Common Stock that could be obtained on conversion in accordance with Section
5(a) plus a premium of ten percent (10%) of such value. In the case of the
redemption of less than all outstanding Preferred Stock, the Corporation shall
redeem shares of Preferred Stock on a pro rata basis.
(B) The Corporation shall be required to redeem all outstanding
Preferred Stock at a redemption price of $10.00 per share, plus a sum equal to
all accrued but unpaid dividends thereon or a premium amount equivalent thereto
to the date fixed for redemption upon the earlier to occur of: (i) the date upon
which a sale of all or substantially all of the assets of the Corporation is
consummated; (ii) the date upon which a merger or reorganization is consummated
which results in the shareholders of the Corporation immediately prior to such
transaction owning less than fifty percent (50%) of the surviving entity; or
(iii) September 1, 2000. If the Corporation does not have sufficient authorized
shares as required by Section 5(d) then the redemption price pursuant to an
event described in this Section 7(b) shall be computed in the same manner as
Section 7(a).
(C) Not less than thirty (30) days prior to the date fixed for
redemption, a notice specifying the time and place thereof shall be given by
certified mail to the holders of record of Preferred Stock at their respective
addresses as the same shall appear on the stock books of the Corporation, but no
failure to mail such notice or defect therein or in the mailing thereof shall
affect the validity of the proceedings for such redemption except as to the
holder to whom the Corporation has failed to mail such notice or except as to
the holder whose notice was defective. Any notice which was mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether
or not the holder receives the notice.
(D) On the redemption date, each holder of Preferred Stock shall
surrender (and endorse if so required by the Board of Directors) the
certificates for the shares to be redeemed and the Corporation shall pay each
holder the redemption price for such shares. On such redemption date (unless the
Corporation shall default in payment of the redemption price), such holders
shall cease to be shareholders with respect to such shares.
8. FAILURE TO REDEEM. If the Corporation does not redeem all the
outstanding Preferred Stock as required pursuant to Section 7(b), the
Corporation shall declare and pay to the holders of Preferred Stock quarterly, a
special dividend (or an amount equivalent thereto) in cash equal to fifteen
percent (15%) of the unpaid redemption price.
RESOLVED, FURTHER, that the Chairman, the president or any vice-president,
and the secretary or any assistant secretary, of the Corporation be and they
hereby are authorized and directed to prepare and file a Certificate of
Designation of Preferences, rights and Limitations in accordance with the
foregoing resolution and the provisions of Delaware law.
IN WITNESS WHEREOF, the undersigned have executed this Certificate this
18th day of September, 1997.
/s/ ELWOOD G. NORRIS
ELWOOD G. NORRIS, Chairman
and Chief Executive Officer
/s/ ROBERT PUTNAM
ROBERT PUTNAM, Secretary
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