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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 23, 2000
GLOBAL CAPITAL PARTNERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-26202 52-1807562
(State or Other (Commission File Number) (I.R.S. Employee
Jurisdiction of Incorporation) Identification Number)
6000 Fairview Road, Suite 1410, Charlotte, NC 28210
(Address of Principal Executive Offices, Including Zip Code)
(704) 643-8220
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
On March 23, 2000 and March 24, 2000, respectively (each, a
"Notice Date"), Global Capital Partners, Inc. (the
"Company") mailed notices to holders of 1,300,900 and
190,000 of its Class C Common Stock Purchase Warrants (the
"Warrants") notifying such holders that on April 24, 2000
and April 25, 2000, respectively (each, a "Redemption
Date"), the Company will redeem the Warrants. Each Warrant
is exercisable into one share of the Company's common stock
until 5:00 p.m. on the business day before each Redemption
Date at an exercise price of $7.00 per share. On the
Redemption Dates, the Company will redeem any and all
unexercised Warrants at a price of $0.10 per Warrant. As of
each Notice Date there were approximately 1,490,900 Warrants
issued and outstanding.
The Warrants and the common stock underlying the Warrants
have been registered under the Securities Act of 1933, as
amended.
ITEM 7. EXHIBITS.
Exhibit 20.1 Notice of Redemption of Class C Common
Stock Purchase Warrants, dated March 23,
2000.
Exhibit 20.2 Notice of Redemption of Class C Common
Stock Purchase Warrants, dated March 24,
2000.
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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.
GLOBAL CAPITAL PARTNERS, INC.
(Registrant)
Date: April 7, 2000 By: /s/ Kevin D. McNeil
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Name: Kevin D. McNeil
Title: Vice President and Secretary
2
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(20.1) Notice of Redemption of Class C Common Stock Purchase
Warrants, dated March 23, 2000.
(20.2) Notice of Redemption of Class C Common Stock Purchase
Warrants, dated March 24, 2000.
<PAGE>
Exhibit 20.1
GLOBAL CAPITAL PARTNERS, INC.
NOTICE OF REDEMPTION
OF
CLASS C COMMON STOCK PURCHASE WARRANTS
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THE REDEMPTION WILL OCCUR ON APRIL 24, 2000.
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Notice is hereby given to all Registered Holders of Class C
Common Stock Purchase Warrants (the "Warrants") of Global Capital Partners, Inc.
(the "Company") pursuant to Section 8(c) of each Class C Common Stock Purchase
Warrant Agreement (each, a "Warrant Agreement") between the Company and each
Registered Holder. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in each Warrant Agreement. Registered Holders
with questions should contact Kelley Drye & Warren LLP, counsel to the Company,
at 2 Stamford Plaza, 281 Tresser Boulevard, Stamford, CT 06901; telephone: (203)
324-1400; attention: Randi-Jean G. Hedin or Thaddeus P. Wojcik III.
THE REDEMPTION
Pursuant to the provisions of each certificate representing
the Warrants (each, a "Warrant Certificate") and of each Warrant Agreement, the
Company may elect to redeem the Warrants at any time on or after the Initial
Warrant Exercise Date provided that the Warrants and the shares of Common Stock
underlying the Warrants have been registered for public distribution under the
Securities Act of 1933, as amended, and the average closing bid price of the
Common Stock for twenty consecutive days (ending within 15 days of the date of
this Notice) is at least $10.00 per share. The Company hereby elects to redeem
(the "Redemption") all outstanding Warrants and effect payment therefor on the
date and in accordance with the procedures set forth herein.
PROCEDURES FOR REDEMPTION
1. REDEMPTION DATE. The date of Redemption (the "Redemption
Date") on which the Redemption Price shall be payable is April 24, 2000.
2. REDEMPTION PRICE. On the Redemption Date, the Company will
redeem each Warrant at a redemption price (the "Redemption Price") equal to an
amount of $0.10 per Warrant, paid in cash to each Registered Holder upon
surrender to the Company of such holder's Warrant Certificates representing the
Warrants to be redeemed, or upon delivery of evidence of loss, theft,
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destruction or mutilation of such certificates pursuant to Section 7 of each
Warrant Agreement.
3. LOCATION FOR WARRANT DELIVERY AND PAYMENT OF REDEMPTION
PRICE. Each Registered Holder of Warrants to be redeemed shall, in order to
receive payment of his respective Redemption Price, surrender the Warrant
Certificates representing such Warrants to the Company on or before the
Redemption Date at the Company's executive offices at 6000 Fairview Road, Suite
1410, Charlotte, North Carolina 28217, attention: Christine Smith. Surrender of
the Warrant Certificates may be made in person or by mail. Payment of the
Redemption Price shall be made promptly after surrender of Warrant Certificates
to each surrendering Registered Holder or a person duly authorized by such
holder to receive payment thereof at an address specified by such Registered
Holder or such other authorized person.
4. CONTINUED RIGHT TO EXERCISE WARRANTS PRIOR TO THE
REDEMPTION DATE. Notwithstanding the delivery of this Notice by the Company to
redeem the Warrants, each Registered Holder of Warrants to be redeemed shall
have the right, and may elect at such holder's discretion, to exercise such
Warrants at any time until 5:00 p.m. on April 21, 2000. No Warrant called for
Redemption hereby may be exercised after 5:00 p.m. on April 21, 2000 and all
Warrants called for Redemption hereby shall expire effective April 24, 2000.
Dated: March 23, 2000 GLOBAL CAPITAL PARTNERS, INC.
/S/ KEVIN D. MCNEIL
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Name: Kevin D. McNeil
Title: Secretary
2
<PAGE>
Exhibit 20.2
GLOBAL CAPITAL PARTNERS, INC.
NOTICE OF REDEMPTION
OF
CLASS C COMMON STOCK PURCHASE WARRANTS
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THE REDEMPTION WILL OCCUR ON APRIL 25, 2000.
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Notice is hereby given to all Registered Holders of Class C
Common Stock Purchase Warrants (the "Warrants") of Global Capital Partners, Inc.
(the "Company") pursuant to Section 8(c) of each Class C Common Stock Purchase
Warrant Agreement (each, a "Warrant Agreement") between the Company and each
Registered Holder. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in each Warrant Agreement. Registered Holders
with questions should contact Kelley Drye & Warren LLP, counsel to the Company,
at 2 Stamford Plaza, 281 Tresser Boulevard, Stamford, CT 06901; telephone: (203)
324-1400; attention: Randi-Jean G. Hedin or Thaddeus P. Wojcik III.
THE REDEMPTION
Pursuant to the provisions of each certificate representing
the Warrants (each, a "Warrant Certificate") and of each Warrant Agreement, the
Company may elect to redeem the Warrants at any time on or after the Initial
Warrant Exercise Date provided that the Warrants and the shares of Common Stock
underlying the Warrants have been registered for public distribution under the
Securities Act of 1933, as amended, and the average closing bid price of the
Common Stock for twenty consecutive days (ending within 15 days of the date of
this Notice) is at least $10.00 per share. The Company hereby elects to redeem
(the "Redemption") all outstanding Warrants and effect payment therefor on the
date and in accordance with the procedures set forth herein.
PROCEDURES FOR REDEMPTION
1. REDEMPTION DATE. The date of Redemption (the "Redemption
Date") on which the Redemption Price shall be payable is April 25, 2000.
2. REDEMPTION PRICE. On the Redemption Date, the Company will
redeem each Warrant at a redemption price (the "Redemption Price") equal to an
amount of $0.10 per Warrant, paid in cash to each Registered Holder upon
surrender to the Company of such holder's Warrant Certificates representing the
Warrants to be redeemed, or upon delivery of evidence of loss, theft,
<PAGE>
destruction or mutilation of such certificates pursuant to Section 7 of each
Warrant Agreement.
3. LOCATION FOR WARRANT DELIVERY AND PAYMENT OF REDEMPTION
PRICE. Each Registered Holder of Warrants to be redeemed shall, in order to
receive payment of his respective Redemption Price, surrender the Warrant
Certificates representing such Warrants to the Company on or before the
Redemption Date at the Company's executive offices at 6000 Fairview Road, Suite
1410, Charlotte, North Carolina 28217, attention: Christine Smith. Surrender of
the Warrant Certificates may be made in person or by mail. Payment of the
Redemption Price shall be made promptly after surrender of Warrant Certificates
to each surrendering Registered Holder or a person duly authorized by such
holder to receive payment thereof at an address specified by such Registered
Holder or such other authorized person.
4. CONTINUED RIGHT TO EXERCISE WARRANTS PRIOR TO THE
REDEMPTION DATE. Notwithstanding the delivery of this Notice by the Company to
redeem the Warrants, each Registered Holder of Warrants to be redeemed shall
have the right, and may elect at such holder's discretion, to exercise such
Warrants at any time until 5:00 p.m. on April 24, 2000. No Warrant called for
Redemption hereby may be exercised after 5:00 p.m. on April 24, 2000 and all
Warrants called for Redemption hereby shall expire effective April 25, 2000.
Dated: March 23, 2000 GLOBAL CAPITAL PARTNERS, INC.
/S/ KEVIN D. MCNEIL
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Name: Kevin D. McNeil
Title: Secretary
2
