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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): January 20, 1998
SI DIAMOND TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas
(State or Other Jurisdiction of Incorporation)
1-11602 76-0273345
(Commission File No.) (I.R.S. Employer Identification No.)
12100 Technology Boulevard
Austin, Texas 78727
(Address of Principal Executive Offices)
(512)331-6200
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events
In October 1997 SI Diamond Technology, Inc. (the "Company") agreed to
issue additional shares of its Common Stock, $.001 par value per share, in a
transaction under Regulation D promulgated under the Securities Act of 1993. The
Company originally was to raise a total of $3,500,000 in this offering from the
sale of the Common Stock. In addition, the purchasers of these shares of Common
Stock were also to receive one warrant to purchase Common Stock for each share
of Common Stock received by the purchasers which would have an exercise price of
115% of the average closing bid price of the Company's stock for the five
trading days immediately preceding the purchase of Common Stock in each month
pursuant to the terms of the subscription agreement. The Company only received a
total of $1,000,000 from these purchasers, for which it issued a total of
2,829,334 shares of the Company's Common Stock. The Company also issued a total
of 2,829,334 Warrants in connection with the issuance of such shares. Certain
claims, disputes and differences arose between the parties with respect to the
performance by the respective parties under the subscription agreements. In the
settlement of this matter, the Company agreed to issue an additional 800,000
shares of Common Stock to the purchasers for $250,000. In addition, the
purchasers agreed to surrender all warrants received under the purchase
agreements back to the Company. All parties executed general releases relating
to this matter.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
99.1 Press Releases of SI Diamond Technology, Inc. dated January
20, 1998.
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, thereunto duly authorized.
SI DIAMOND TECHNOLOGY, INC.
By /s/ Douglas P. Baker
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Douglas P. Baker
Vice President and
Chief Financial Officer
Date: January 20, 1998
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EXHIBIT 99.1
[MARKET PATHWAYS LETTERHEAD]
FOR IMMEDIATE RELEASE
SI DIAMOND COMPLETES $1.25 MILLION CAPITAL RAISE
AUSTIN, Texas, January 20, 1998 - SI Diamond Technology, Inc. (NASDAQ: SIDT)
announced today that it has received a total of $1.25 million in exchange for
3,629,334 shares of its common stock. As previously announced, the company had
orginally signed an agreement to raise a total of $3.5 million in capital.
However, the company only received $1 million for which it issued a total of
2,829,334 shares of its common stock. Additionally, the purchasers of these
shares were to receive one warrant to purchase common stock for each share of
common stock received. Pursuant to this agreement, the company issued
2,829,334 warrants.
Certain claims, disputes and differences arose between the parties with respect
to the performance (of both parties) under the subscription agreement. In
settlement of this matter, the company agreed to issue an additional 800,000
shares of common stock for a total $250,000. Additional terms of the
settlement required that the purchasers surrender back to the company all
warrants previously received.
The securities were sold in a private placement and registered under a
post-effective amendment to the company's registration statement on Form S-3,
which was filed with the Securities and Exchange Commission on October 29,
1997. Any additional information on this transaction may be found in the
company's filings with the Securities and Exchange Commission.
SI Diamond Technology is a holding company consisting of three wholly owned
subsidiaries. SIDT's Diamond Tech One subsidiary provides wafer bumping and
other micro-interconnect services for the semi-conductor and display
industries. The Field Emission Picture Element Technology subsidiary is
developing products for applications utilizing SIDT's proprietary field
emission technology. The Electronic Billboard Technology subsidiary is geared
toward the commercialization of SIDT's electronic digitized billboard
technology.
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