ATEC GROUP INC
8-K, 1997-06-30
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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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 Exchange Act of 1934

Date of Report (Date of earliest event reported)  June 30, 1997 (June 10, 1997)

                                ATEC GROUP, INC.
               (Exact name of Registrant as specified in charter)

         Delaware                      0-22710                   13-3673965
(State or other jurisdic-            (Commission                (IRS Employer
 tion of incorporation)              File Number)            Identification No.)

 90 Adams Avenue Hauppauge, New York                                11788
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code (516) 462-6700

1952 Jericho Turnpike, East Northport, N.Y.                          11731
(Former Address)                                                  (Zip Code)

<PAGE>

Item 5.  Other Information

     ATEC  Group,  Inc.  (the  "Company")  announced  that  all  shares  of  its
outstanding Series D, E, J and K Convertible Preferred Stock have been converted
into shares of the Company's common stock.  Based on the foregoing,  the Company
issued an aggregate of 11,034,398  shares of its common stock in accordance with
provisions  of  Regulation D promulgated  under the  Securities  Act of 1933, as
amended.  After giving effect to the foregoing  conversion,  the Company had the
following shares of common and preferred stock outstanding:

     29,827,679 shares of Common Stock

     28,947 shares of Series A Preferred Stock (each share is convertible into 1
     share of the Company's common stock);

     1,458 shares of Series B Preferred Stock (each share is convertible  into 1
     share of the Company's common stock); and

     338,790 shares of Series C Preferred Stock (each share is convertible  into
     1/10 of a share of the Company's common stock).


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<PAGE>

                                   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.

                                       ATEC GROUP, INC.
                                       (Registrant)


                                       By: /s/ Surinder Rametra
                                           -------------------------------------
                                               Surinder Rametra,
                                               Principal Executive Officer

Dated:   June 27, 1997

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