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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 earliest event reported: April 16, 1998
AUTONOMOUS TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Florida 0-28278 59-2554729
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2800 Discovery Drive, Orlando, Florida 32826
(Address of registrant's principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 384-1600
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ITEM 5: OTHER EVENTS.
On April 16, 1998, the Company entered into a Convertible Preferred Stock
Purchase Agreement (the "Stock Purchase Agreement") and a Registration Rights
Agreement with OZ Master Fund, Ltd. (the "Investor"). The Investor is managed by
the Och-Ziff Capital Management Group. Copies of the Stock Purchase Agreement
and the Registration Rights Agreement were previously filed as Exhibits 10.1 and
10.2 to the Current Report on Form 8-K filed on April 27, 1998. On July 22,
1998, the Company and the Investor entered into a Letter Agreement amending the
Stock Purchase Agreement, the Registration Rights Agreement and the Certificate
of Designation. A copy of the Letter Agreement is filed as Exhibit 10.5 to this
Form 8-K.
Under the terms of the Stock Purchase Agreement, the Investor agreed to
purchase 500 shares of Series I Convertible Preferred Stock (the "Preferred
Stock"), with an option to purchase an additional 400 shares of Preferred Stock
and a Stock Purchase Warrant for 300,000 shares of common stock (the "Option").
That is, if the Option is exercised, the Investor will purchase an additional
400 shares of Preferred Stock along with the Stock Purchase Warrant for 300,000
shares of common stock (the "Warrant"). The purchase price for the initial 500
shares of Preferred Stock is $5,000,000, and the exercise price for the Option
is $4,000,000. A copy of the Warrant was previously filed as Exhibit 10.3 to
the Current Report on Form 8-K filed on April 27, 1998.
The exercise period for the Option was amended in the Letter Agreement such
that the Option may be exercised before the later of 56 days following the
effective date of an initial resale registration statement to be filed
pertaining to the shares of common stock underlying the initial 500 shares of
Preferred Stock or November 10, 1998. The Company has filed a resale
registration statement for these shares on Form S-3, and will use its best
efforts to have this resale registration statement declared effective by the
Securities and Exchange Commission.
Under the Letter Agreement, the Company has agreed to file a second resale
registration statement pertaining to the shares of common stock underlying the
additional 400 shares of Preferred Stock and the 300,000 shares of common stock
underlying the Stock Purchase Warrant within 20 days of the Company's receipt of
the Investors irrevocable notice to exercise the Option. The Company will use
its best efforts to have this resale registration statement declared effective
by the Securities and Exchange Commission.
The offering of the 500 shares of Preferred Stock and the Option was
completed upon the execution of the Stock Purchase Agreement and the
Registration Rights Agreement. The closing on the purchase and sale of 500
shares of Preferred Stock is subject to the initial resale registration
statement being declared effective by the SEC within 115 days from April 16,
1998 (the initial 70-day period plus an extension of 45 days). In the event
that the Resale Registration Statement is not declared effective within such
115-day period, the Investor will have the right not to close and to terminate
the Stock Purchase Agreement.
The Preferred Stock will be issued by the Company out of authorized but
unissued shares of preferred stock, the terms of which have been set by action
by the Company's Board of Directors. Pursuant to the Stock Purchase Agreement,
the Board of Directors adopted a Certificate of Designation of the terms of the
Preferred Stock and the Company's Articles of Incorporation were amended to
include these terms. Pursuant to the Letter Agreement, the Certificate of
Designation has been amended and the Company will file an amendment to its
Articles of Incorporation reflecting the amended Certificate of Designation
prior to the initial closing. The amendment to the Certificate of Designation
provides that the 500 shares of Preferred Stock are convertible into a maximum
of 1,750,000 shares of Common Stock and that, in the event the Option is
exercised, the 500 shares of Preferred Stock and the 400 shares of Preferred
Stock, together, are convertible into an aggregate maximum of 20% of the
Company's Common Stock outstanding on the initial closing date minus one share.
The Company has filed the resale registration statement required by the
Stock Purchase Agreement and the Registration Rights Agreement. Subject to
being able to adequately respond to comments received from the
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Securities and Exchange Commission concerning such registration statement, the
Company believes that the resale registration statement will be effective on or
before July 31, 1998.
EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit Description
- -------------- ----------------------------------------------
- -------------------------------------------------------------------------------------------------------
<S> <C>
3.1 * Amendment to the Third Amended and Restated Articles of Incorporation
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10.1 ** Convertible Preferred Stock Purchase Agreement
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10.2 ** Registration Rights Agreement
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10.3 ** Warrant
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10.4 ** Certificate of Designation
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10.5 Letter Agreement, dated July 22, 1998, amending the Convertible Preferred Stock
Purchase Agreement, the Registration Rights Agreement and the Certificate of
Designation
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</TABLE>
* To be filed in a Form 8-K immediately prior to the initial closing.
** Incorporated by reference to the Current Report on Form 8-K filed April
27, 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 hereunto duly authorized.
Autonomous Technologies Corporation
Date: July 22, 1998 By: /s/ Randy W. Frey
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Randy W. Frey, Chief Executive Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit Description
- -------------- -------------------------------------------
- --------------------------------------------------------------------------------------------------
<S> <C>
3.1 * Amendment to the Third Amended and Restated Articles of Incorporation
- --------------------------------------------------------------------------------------------------
10.1 ** Convertible Preferred Stock Purchase Agreement
- --------------------------------------------------------------------------------------------------
10.2 ** Registration Rights Agreement
- --------------------------------------------------------------------------------------------------
10.3 ** Warrant
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10.4 ** Certificate of Designation
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10.5 Letter Agreement, dated July 22, 1998, amending the Convertible Preferred Stock
Purchase Agreement, the Registration Rights Agreement and the Certificate of
Designation
- --------------------------------------------------------------------------------------------------
</TABLE>
* To be filed in a Form 8-K immediately prior to the initial closing.
** Incorporated by reference to the Current Report on Form 8-K filed April
27, 1998.
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EXHIBIT 10.5
[AUTONOMOUS TECHNOLOGIES LETTERHEAD]
July 22, 1998
Mr. Daniel S. Och
OZ Master Fund, Ltd.
Citicorp Center, 43rd Floor
153 E. 53rd Street
New York, NY 10022
Re: Amendment to Convertible Stock Purchase Agreement and Registration
Rights Agreement between OZ Master Fund, Ltd. and Autonomous
Technologies Corporation and to the Certificate of Designation of
Convertible Preferred Stock, Series I of Autonomous Technologies
Corporation
Dear Mr. Och:
Autonomous Technologies Corporation (the "Company") proposes the following
amendments to the Convertible Preferred Stock Purchase Agreement (the "Purchase
Agreement") and the Registration Rights Agreement, both dated April 16, 1998, as
well as to the Certificate of Designation of Convertible Preferred Stock, Series
I of Autonomous Technologies Corporation (the "Certificate of Designation") in
order to (i) extend the date for the Registration Statement to be declared
effective by 45 days, (ii) limit the number of shares of Common Stock into which
the 500 shares of Series I Convertible Preferred Stock (the "Initial Shares")
purchased at the Initial Closing are convertible, (iii) limit the number of
shares of Common Stock into which the 400 shares of Series I Convertible
Preferred Stock (the "Option Shares") purchased at the Option Closing are
convertible, (iv) reflect that the Common Shares into which the Option Shares
are convertible will be separately registered in the event the Option is
exercised, (v) reflect that the 300,000 shares of Common Stock underlying the
Warrant will be separately registered in the event the Option is exercised, and
(vi) extend the time within which the Option must be exercised:
1. In accordance with the provisions of Article 4, Section 4.1(c) of the
Purchase Agreement, such section is amended in its entirety to read:
(c) Underlying Shares Registration Statement. The Underlying Shares
Registration Statement with respect to the Underlying Shares
issuable on conversion of the Initial Shares to be sold hereunder,
shall have been declared effective under the Securities Act by the
Commission or before
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August 9, 1998 and shall not be subject to any stop order and
no stop order shall be pending or threatened as of the Initial
Closing Date.
2. Article 4 Section 4.2 of the Purchase Agreement is amended in its
entirety to read:
4.2 Conditions Precedent to Option Closing. The obligation of the
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Purchaser to acquire and pay for the Shares and the Warrant to
be purchased at the Option Closing is subject to the
satisfaction or waiver by the Purchaser, at or before the
Option Closing, of each of the conditions applicable to the
Initial Closing but as of the date of such Option Closing,
provided, however, that the Underlying Shares Registration
Statement with respect to the Underlying Shares issuable on
conversion of the Option Shares and the shares underlying the
Warrant to be sold hereunder, shall have been declared
effective under the Securities Act by the Commission and shall
not be subject to any stop order and no stop order shall be
pending or threatened as of the Option Closing Date.
3. The Purchase Agreement, the Registration Rights Agreement and the
Certificate of Designation are hereby amended, wherever appropriate,
to reflect that the Initial Shares are convertible into a maximum of
1,750,000 shares of the Company's Common Stock.
4. The Purchase Agreement, the Registration Rights Agreement and the
Certificate of Designation are hereby amended, wherever appropriate,
to reflect that in the event the Option is exercised, the Option
Shares and the Initial Shares, together, are convertible into an
aggregate maximum of 20% of the Company's Common Stock outstanding on
the Initial Closing Date minus one share.
5. The Purchase Agreement and the Registration Rights Agreement are
hereby amended where appropriate, to reflect that, in order to
exercise the Option, and in addition to the other conditions precedent
to the Option Closing that are not inconsistent with the terms found
herein, the Purchaser shall send an irrevocable written notice to the
Company to exercise the Option, subject only to a Registration
Statement for those shares of Common Stock underlying the Option
Shares being declared effective within 60 days of the Company's
receipt of such notice of exercise. Thus, the Company shall file a
second "shelf" Registration Statement for the Registerable Securities
into which the Option Shares are convertible and for the Registerable
Securities underlying the Warrant within 20 days after the Company's
receipt of the irrevocable notice to exercise the Option Shares; and
further, that such Registerable Securities are not to be registered in
that Registration Statement which has been filed with the Commission
registering those Registerable Securities into which the Initial
Shares are convertible. Further, the Company shall use its
commercially reasonable efforts to keep such second "shelf"
Registration Statement effective during the Effectiveness Period in
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the same manner and with the same exceptions as the Registration
Statement for the shares underlying the Initial Shares.
6. Section 1.3(iii) The Purchase Agreement is hereby amended in its
entirety to read as follows:
(iii) The Option must be exercised, if at all, by the later of (a)
56 days after the effectiveness of the Registration
Statement on Form S-3 filed for those shares of Common Stock
underlying the Initial Shares or (b) the close of business
on November 10, 1998.
Except as modified herein, the terms and conditions of the Purchase Agreement,
the Registration Rights Agreement and the Certificate of Designation shall
remain in full force and effect.
Autonomous Technologies Corporation
/s/ Randy W. Frey
Randy W. Frey
Chairman of the Board
By signing below, OZ Master Fund, Ltd. agrees to the above amendments to
the Stock Purchase Agreement, the Registration Rights Agreement and the
Certificate of Designation.
OZ Master Fund, Ltd.
By: OZ Management, L.L.C.
By: /s/ Daniel S. Och
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Name: Daniel S. Och
Title: Managing Member
