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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): DECEMBER 23, 1997
MULTIMEDIA ACCESS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-29020 75-2528700
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TEXAS 75234
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 488-7200
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ITEM 5. OTHER EVENTS
The press release dated December 18, 1997, attached to this report as
Exhibit 99.1 is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
99.1 Press Release dated December 18, 1997
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Pursuant to a placing agreement (the "Placing Agreement" and
"Amendment to Placing Agreement," dated December 1, 1997 and December 5, 1997,
respectively), between MultiMedia Access Corporation (the "Company") and
Rauscher Pierce & Clark, Inc. and Rauscher Pierce & Clark Limited (together
"RPC"), and Rauscher Pierce Refsnes, Inc. ("RPR," the "Placement Agent," and
together with RPC, the "Lead Managers") on December 9, 1997 the Company sold
$5,000,000 aggregate principal amount of 8% Senior Convertible Notes due 2002
(the "Notes") at an initial offering price of 100% of the principal amount
thereof, less 8% gross commission. The Notes are convertible into shares of
Common Stock of the Company at a Conversion Price of $4.625 per share of Common
Stock, subject to adjustment in certain circumstances (including upon certain
issuances of Common Stock or Common Stock Equivalents at less than the then
effective Conversion Price).
The Notes rank senior to all existing and future Subordinated
Obligations and rank pari passu with all present and future Senior Indebtedness
of the Company, except to the extent of any collateral securing such debt. At
September 30, 1997, the Company had outstanding $324,509 of secured Senior
Indebtedness, most of which is due and payable to a principal stockholder and
officer of the Company in early 1998.
The Company issued Lead Manager warrants (the "Lead Manager Warrants")
on December 9, 1997, to RPC pursuant to Regulation S, and to RPR pursuant to
Section 4(2) of the Securities Act of 1933, to purchase an aggregate of 108,108
shares of Common Stock (ten
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percent (10%) of the total number of shares of Common Stock issuable upon
conversion of the Notes issued), at an initial exercise price equal to $4.625,
which were issued in the form of Lead Manager warrant certificates (the "Lead
Manager Warrant Certificates"). Each Lead Manager Warrant entitles the holder
to purchase one share at an initial exercise price equal to the Conversion
Price of the Notes, and has a term of five (5) years. The Lead Manager
Warrants may be exercised as to all or any lesser number of shares of Common
Stock covered thereby, commencing twelve (12) months after the date of
issuance.
The purchasers advised the Company that the Notes were sold at 100% of
the principal amount thereof outside the United States to certain persons in
reliance on Regulation S under the Act.
In connection with sales of the Notes outside the United States, each
purchaser agreed that, except for sales described above, it would not offer,
sell or deliver the Notes to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the Act) (i) as part of such Purchaser's
distribution at any time or (ii) otherwise until 40 days after the later of the
commencement of the offering of the Notes and the last closing date with
respect to the Notes, and that it would send to each dealer or distributor to
whom it sold such Notes during such period a confirmation or other notice
setting forth the restrictions on offers and sales of the Notes within the
United States or to, or for the account or benefit of, U.S. persons.
The Notes were issued under a trust indenture, dated as of December 1,
1997 (the "Trust Indenture"), made between the Company and Marine Midland Bank
(the "Trustee"), as trustee for the Holders of the Notes ("the Noteholders").
The Notes are convertible into shares of the Company's Common Stock at the
option of the Noteholder at any time after the Restricted Period, and prior to
maturity, unless previously redeemed. Notes which are converted prior to
December 15, 1998 will be converted at a five percent (5%) discount from the
then effective Conversion Price. The Restricted Period is defined in the Trust
Indenture as a forty (40) day period commencing on the initial Closing Date
(December 9, 1997), unless either (i) additional Notes are issued upon exercise
of the Option, in which case the Restricted Period will be lengthened for a
period of forty (40) days after such additional issuance, or (ii) Regulation S
is amended and deemed applicable to the Notes, in which case the Restricted
Period will be deemed lengthened to the applicable restricted period set forth
in such amendments. With certain exceptions, upon voluntary conversion of any
Note by a noteholder or the Trustee, no payment will be made for interest
accrued during the period from the most recent Interest Payment Date to the
Conversion Date.
Subject to certain exceptions, in the event the Company at any time
after the Restricted Period issues shares of Common Stock or Common Stock
Equivalents at a price less than the then effective Conversion Price, the
Conversion Price shall be deemed adjusted to the price at which such shares of
Common Stock or Common Stock Equivalents were issued and Noteholders shall have
the right and option to convert their Notes at such price (the "Temporary
Conversion Price") into shares of Common Stock for a period of sixty (60)
calendar days following notice by the Company of any such issuance. Upon any
such conversion of any Note by a Noteholder
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pursuant to the foregoing, payment will be made for interest accrued during the
period from the most recent Interest Payment Date to the Conversion Date.
The Company can cause the Notes to be converted into shares of Common
Stock at the Conversion Price at any time and from time to time after June 15,
1999, if the Market Price of the Common Stock in any thirty (30) consecutive
calendar day period commencing on or after May 15, 1999, had equaled or
exceeded 160% of the Conversion Price. The Company is required to give notice
that it has met the criteria for mandatory conversion within thirty (30) days
of having met such criteria. Upon any mandatory conversion of any Note by the
Company, payment will be made by the Company for interest accrued during the
period from the most recent Interest Payment Date to the Conversion Date.
"Market Price" means the daily closing sale price of the Common Stock on a
Stock Exchange Business Day.
At any time after December 15, 2001, Noteholders can require the
Company to redeem the Notes at 110% of par, plus accrued and unpaid interest.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MULTIMEDIA ACCESS CORPORATION
December 23, 1997 By: /s/ William S. Leftwich
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William S. Leftwich
Chief Financial Officer and
Assistant Secretary
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INDEX TO EXHIBITS
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EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release dated December 18, 1997
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EXHIBIT 99.1
MULTIMEDIA ACCESS COMPLETES $5 MILLION DEBT FINANCING
DALLAS, TEXAS (DECEMBER 18, 1997) -- MultiMedia Access Corporation (Nasdaq:
MMAC) announced today completion of a $5,000,000 in Senior Convertible
Euro-Bonds. These Notes bear interest at 8.0% annually until maturity in the
year 2002, unless earlier redeemed by the Company. These Notes are convertible
into shares of MMAC common stock at a fixed conversion price of $4.625 per
share under certain conditions.
These Securities have not been registered under the Securities Act of 1933, as
amended (the "Act"), and can not be offered or sold in the U.S. without
registration under the Act or an exemption therefrom.
MMAC's CEO Glenn A. Norem said "This debt financing provides MultiMedia Access
additional working capital during this period of rapid sales growth and allows
the Company to continue to accelerate its sales and marketing activities and
further develop its worldwide network of systems resellers."
ABOUT MULTIMEDIA ACCESS CORPORATION (MMAC)
MultiMedia Access Corporation (Nasdaq: MMAC) develops, manufactures and markets
standards-based video communications systems that provide enterprise-wide
solutions for business customers. MMAC's Viewpoint VBX(TM) video distribution
& switching system, Osprey(R) video codecs, WorkFone(TM) computer peripheral
products, and ViewCast(R) video-streamlining products deliver videocom
applications including videoconferencing, video broadcasting, video-based
training, surveillance, distance learning, telemedicine and Internet & intranet
video communications. MMAC's products are available from leading resellers,
system integrators, OEMs and custom application developers worldwide.
