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): March 30, 2000
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BOGEN COMMUNICATIONS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22046 38-3114641
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
50 Spring Street, Ramsey, New Jersey 07446
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 934-8500
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N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On March 30, 2000, the Company sent notice to its holders of
publicly-traded Redeemable Common Stock Purchase Warrants ("Warrants") that it
has called for redemption all of its outstanding Warrants for cash at the
redemption price of $.01 per Warrant (the "Redemption Price") as of the close of
business on May 1, 2000 (the "Redemption Date"). A copy of the letter to Warrant
holders and Redemption Notice is attached hereto as Exhibit 1.1. Under the
Warrant Agreement dated as of October 7, 1993, the Warrants are redeemable by
the Company, upon notice of not less than thirty (30) days to the Warrant
holders, provided that the last sales price of the Company's Common Stock on all
20 consecutive trading days ending on the third day prior to the date on which
the Redemption Notice is given has been at least 181.81% of the then effective
exercise price of the Warrants (currently $10.00 based on a $5.50 exercise
price, subject to adjustment). Each Warrant is exercisable for one share of the
Company's Common Stock at an exercise price of $5.50 per share. Any Warrants not
exercised for shares of Common Stock prior to the close of business on the
Redemption Date will be redeemed. From and after the Redemption Date, holders of
Warrants will be entitled only to the Redemption Price.
In addition, Mr. Yoav M. Cohen has resigned from his position as Chief
Financial Officer and Senior Vice President of the Company to pursue other
employment opportunities effective April 2, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
The following exhibits are filed herewith:
Exhibit 1.1- Letter to Warrant Holders and Notice of Redemption
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SIGNATURE
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.
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
By: /s/ Jonathan Guss
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Jonathan Guss, Chief Executive Officer
Date: March 30, 2000
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IMPORTANT - IMMEDIATE ACTION REQUIRED
March 30, 2000
Dear Warrant Holder:
Bogen Communications International, Inc. (the "Company") has called for
redemption of all of its outstanding ("Warrants") for cash at the redemption
price of $.01 per Warrant (the "Redemption Price") on May 1, 2000. A copy of the
Notice of Redemption is enclosed.
The Company is entitled to redeem the Warrants because we have satisfied
the condition of redemption - namely, that the last sales price of our common
stock exceeded $10.00 per share for a period of 20 consecutive trading days
ending within three (3) business days of the date of this notice. Each Warrant
is exercisable for one share of common stock at the price of $5.50. AFTER 5:30
P.M. NEW YORK TIME, ON MAY 1, 2000 (the "Redemption Time"), THE WARRANTS WILL NO
LONGER BE EXERCISABLE FOR SHARES OF COMMON STOCK AND YOU WILL ONLY HAVE THE
RIGHT TO RECEIVE THE REDEMPTION PRICE.
Until the Redemption Time, each Warrant is exercisable for one share of our
common stock at an exercise price of $5.50 per share. The closing price of our
common stock as reported by NASDAQ ranged from a high of $14.5625 to a low of
$12.00 during the twenty trading day period from February 29, 2000 to March 27,
2000. Current market quotations are available from NASDAQ or your broker.
The procedures for exercise and/or redemption of the Warrants is set forth
in the accompanying Notice of Redemption. Questions and requests for assistance
should be directed to the warrant agent, Continental Stock Transfer & Trust
Company at (212) 509-4000.
Very truly yours,
BOGEN COMMUNICATIONS
INTERNATIONAL, INC.
By: /s/ Yoav M. Cohen
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Yoav M. Cohen
Chief Financial Officer
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NOTICE OF REDEMPTION
OF
WARRANTS
To the Holders of Outstanding
Warrants of Bogen Communications International, Inc.
We hereby give notice that we are redeeming all of our outstanding
Redeemable Common Stock Purchase Warrants ("Warrants") on May 1, 2000. We are
exercising this right pursuant to the terms of the Warrant Agreement dated as of
October 7, 1993 governing our Warrants.
TERMS OF REDEMPTION; CESSATION OF RIGHTS
Redemption Date: May 1, 2000
Redemption Price: $.01 per Warrant
The right of our Warrant holders to exercise their Warrants to purchase
shares of our Common Stock will terminate at 5:30 p.m. New York time on the
Redemption Date. After such time, holders of Warrants will have no rights except
to receive, upon surrender of their Warrants, the Redemption Price. The
Redemption Price is substantially less than either (i) the market price of the
shares of Common Stock receivable upon exercise of the Warrants or (ii) the
price that could be obtained upon the sale of the Warrants in the open market.
REDEMPTION PROCEDURE
Payment of the amount to be received on redemption will be made by us upon
the presentation and surrender of the Warrants for payment at any time on or
after the Redemption Date. To surrender Warrants for redemption, holders should
deliver certificates representing their Warrants to Continental Stock Transfer &
Trust Company, our warrant agent, at the following address:
Continental Stock Transfer & Trust Company
Two Broadway
New York, New York 10004
Telephone: (212) 509-4000
EXERCISE PROCEDURE
In lieu of surrendering the Warrants for redemption, Warrant holder may, at
their option, exercise their Warrants to purchase our Common Stock.
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Each Warrant entitles the holder to purchase one share of Common Stock at a
price of $5.50 per share. During the period from February 29, 2000 through March
27, 2000 the closing price of the shares ranged from a high of $14.5625 to a low
of $12.00, as reported by NASDAQ.
The Warrants may be exercised by delivery of the warrant certificates to
Continental Stock Transfer & Trust Company, our warrant agent, at the address
set forth above under "Redemption Procedure" accompanied by a bank or certified
check made payable to Bogen Communications International, Inc. for the full
amount of the Exercise Price ($5.50 for each Warrant exercised). The
subscription form on the reverse side of each Warrant must be completed in full
and signed by the Warrant holder and the signature guaranteed by an eligible
institution. The method of delivery of the Warrant certificates is at the option
and risk of the holder, but if mail is used, registered mail properly insured is
suggested.
THE WARRANT CERTIFICATE AND THE PAYMENT OF THE EXERCISE PRICE MUST BE
RECEIVED BY THE WARRANT AGENT PRIOR TO 5:30 P.M. NEW YORK TIME ON MAY 1, 2000.
WARRANTS WHICH ARE RECEIVED AFTER SUCH DATE WILL NOT BE EXERCISED, BUT WILL BE
REDEEMED. PROVIDED THAT A NOTICE OF EXERCISE AND PAYMENT IS RECEIVED BY THE
WARRANT AGENT PRIOR TO 5:30 P.M. NEW YORK TIME ON MAY 1, 2000, BROKER-DEALERS
SHALL HAVE THREE BUSINESS DAYS TO DELIVER WARRANT CERTIFICATES TO THE WARRANT
AGENT.
Any Warrant received which is not accompanied by payment of the Exercise
Price or which is received without the subscription form having been completed
and signed will be deemed to have been delivered for redemption, and not for
exercise.
