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): February 8, 1999
SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-27908 16-1494566
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
15 Link Drive, Binghamton, New York 13904
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (607)722-3800
N/A
(Former name or former address, if changed since last report.)
Item 5. Other Events.
On February 10, 1999, Semiconductor Laser International Corporation (the
"Company") announced that it has entered into a two-stage Securities Purchase
Agreement with bmp Mobility AG Venture Capital ("bmp"), a wholly-owned
subsidiary of bmp Aktiengesellschaft Venture Capital and Network Management,
providing for an equity investment in the Company by bmp of between $2,050,00
and $2,750,000. The text of the press release relating to such investment is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
Exhibit 99.1 - Press release dated February 10, 1999.
PRESS RELEASE
FOR MORE INFORMATION, CONTACT: Richard Anderson/Mgr.-Corporate
Communications/SLI
Semiconductor Laser International Corporation
15 Link Drive
Binghamton, New York 13904
Tel.: (607) 722-3800
Fax.: (607) 722-3900
E-mail: [email protected]
FOR MORE INFORMATION, CONTACT: Mr. Lars Kaper/bmp AG
bmp AG
Charlottenstrasse 16
D-10117 Berlin, Germany
Tel.: +49-30-20 30 50
Fax.: +49-30-20 30 55 55
E-mail: [email protected]
Web Site: www.bmp-AG.com
FOR IMMEDIATE RELEASE
SEMICONDUCTOR LASER INTERNATIONAL CORPORATION AND
bmp MOBILITY AG VENTURE CAPITAL ANNOUNCE ENTRY
INTO SECURITIES PURCHASE AGREEMENT
Binghamton, New York, February 10, 1999 Semiconductor Laser International
Corporation (SLI) (NASDAQ: SLIC, SLICW) and bmp Mobility AG Venture Capital, a
wholly-owned subsidiary of bmp Aktiengesellschaft Venture Capital and Network
Management, a German stock corporation, jointly announced today that they have
entered into a two-stage Securities Purchase Agreement, providing for an equity
investment in SLI by bmp of between $2,050,000 and $2,750,000.
Under the terms of the agreement, as the first stage of the investment, on
February 8, 1999, bmp purchased 2,000,000 newly issued shares of SLI common
stock at a price of $0.375 per share, for an aggregate purchase price of
$750,000. Such purchase represents the acquisition of approximately 16% of
the outstanding shares of SLI by bmp. In the second stage of the investment,
bmp would purchase a minimum of 650,000 newly issued shares of SLI non-voting
convertible preferred stock, at a purchase price of $2.00 per share, for a
minimum aggregate purchase price of $1.3 million. Each such share is initially
convertible into five shares of SLI common stock, subject to certain
adjustments. bmp has the right to increase its second-stage investment up to a
maximum of 1,000,000 newly-issued shares of SLI non-voting convertible
preferred stock for an aggregate purchase price of $2,000,000. bmp will not
have the right to convert its acquired shares of SLI preferred stock; such
conversion may only be effected by unaffiliated transferees from bmp.
The consummation of the second stage of the investment is subject to certain
customary conditions, including stockholder approval to the extent required by
the NASDAQ SmallCap Market rules, the absence of any material adverse change,
and the extension by BSB Bank and Trust (BSB) of the Company's $1,000,000
secured line of credit until May 31, 2000. It is anticipated that the second
stage of the investment will be consummated between March 31, 1999 and May 31,
1999.
Dr. Geoffrey T. Burnham, Chief Executive Officer and President of SLI stated:
"We are very pleased with this investment in SLI, and that simultaneously with
the consummation of the first stage of the investment, BSB has agreed to advance
an additional $450,000 under SLI's existing $1,000,000 secured line of credit,
to extend the maturity of such line of credit from March 31, 1999 to June 30,
1999, and to waive the requirement that SLI maintain the line of credit balance
within its collateral base formula until the earlier of June 30, 1999 or the
date of receipt by SLI of funds arising from the consummation of the second
stage of the investment. In addition, upon the consummation of the second stage
of the investment, BSB has agreed to extend the maturity of SLI's line of
credit until June 30, 2000, subject to the absence of a material adverse
change in the business."
Mr. Oliver Borrmann, CEO of bmp AG stated: "bmp is a venture capital company
with 25 investments in the areas of information, communication, medical,
biotech, and laser technology. bmp's intention is to continue to expand its
investments in companies in laser and laser related businesses. This strategic
investment by bmp is one of several that we plan to make in the next few years.
We expect that SLI will benefit from the distribution of its products
throughout western Europe by using our current network. We anticipate that
SLI will enter into a distributorship agreement with an entity that bmp
expects to invest in, whereby such entity will be granted rights to distribute
the SLI's products throughout Europe."
SLI is a company dedicated to the quality manufacturing and production of high
power semiconductor diode lasers. SLI's products have potential uses for
automotive, dental, medical, telecommunications, optical data storage, DVD,
printing and military applications.
Statements concerning results of future performance are forward-looking
statements. These statements are based on assumptions that management believes
are reasonable in light of currently available information; however,
management's assumptions and SLI's future performance are both subject to a
wide range of business risks, including, but not limited to, a history of
significant losses, need for additional capital, risks associated with the
manufacturing process, certain patent and technology considerations,
competition and technological changes, governmental regulations, dependence
on key personnel, the acceptance of SLI's products in the European market,
and other risks detailed in SLI's filings with the Securities and Exchange
Commission. There is no assurance that these goals can and will be met.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Future events and actual
results could differ materially from those expressed in, contemplated by, or
underlying any such forward-looking statements. Further information is
available in SLI's filings with the Securities and Exchange Commission,
copies of which are available from SLI or from the Commission.
-End-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report be signed on its behalf by the
undersigned hereunto duly authorized.
SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
Date: February 10, 1999 By: /S/_______________________________
Geoffrey T. Burnham
President, Chief Executive Officer and
Chairman of the Board of Directors
