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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 2, 1999.
Accent Color Sciences, Inc.
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(Exact name of registrant as specified in its charter)
Connecticut 0-29048 06-1380314
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
800 Connecticut Boulevard, East Hartford, CT 06103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (860) 610-4000
This is page 1 of 4 pages. Exhibit Index is on Page 3
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Item 5. Other Events
On December 2, 1999, Accent Color Sciences, Inc. (the "Company"),
announced that it has successfully concluded a private equity financing of
approximately $4.5 million, including $1.1 million of bridge financing
previously announced. The debt portion of the bridge financing was converted to
equity as part of the transaction. A new class of convertible preferred stock
was issued in the just-completed portion of the financing. Each share of the new
Series C Convertible Preferred Stock, sold at $100 per share, is convertible at
any time into the Company's common stock at $0.40 per share.
The holders of the Company's outstanding Series B Convertible Preferred
Stock have agreed to accept terms similar to those of the new Series C
Convertible Preferred Stock. As part of the agreement, the Series B Convertible
Preferred holders will have the same fixed conversion rate and will no longer
receive a 6% annual premium or have redemption rights.
The Company issued a press release entitled "Accent Color Sciences, Inc.
Announces it has Completed $4.5 Million of Private Equity Financing" on December
2, 1999, a copy of which is filed herewith as an exhibit hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
A copy of the press release referred to in Item 5 above is filed
herewith as Exhibit 99.1.
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.
ACCENT COLOR SCIENCES, INC.
Date December 14, 1999 By: /s/ Charles E. Buchheit
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Charles E. Buchheit
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description Page No.
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99.1 Press Release issued December 2, 1999 4
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EXHIBIT 99.1
CONTACT:
Charles E. Buchheit, President Mark Perlgut / Cynthia Bond
Accent Color Sciences, Inc. PUBLICIS DIALOG
(860) 610-4000 (212) 684-6300
FOR IMMEDIATE RELEASE
December 2, 1999
ACCENT COLOR SCIENCES, INC. ANNOUNCES IT HAS COMPLETED
$4.5 MILLION OF PRIVATE EQUITY FINANCING
EAST HARTFORD, Conn., December 2, 1999 -- Accent Color Sciences, Inc. (OTC
Bulletin Board: ACLR), a leading provider of high-speed highlight color printing
systems, today announced that it has successfully concluded a private equity
financing of approximately $4.5 million, including $1.1 million of bridge
financing previously announced.
The debt portion of the bridge financing was converted to equity as part
of the transaction. A new class of convertible preferred stock was issued in the
just-completed portion of the financing. Each share of the new Series --
Convertible Preferred Stock, sold at $100 per share, is convertible at any time
into the company's common stock at $0.40 per share.
The company also announced that the holders of its outstanding Series B
Convertible Preferred Stock have agreed to accept terms similar to those of the
new Series -- Convertible Preferred Stock. As part of the agreement, the Series
B Convertible Preferred holders will have the same fixed conversion rate and
will no longer receive a 6% annual premium or have redemption rights.
Charles E. Buchheit, president and chief executive officer, said: "This
equity financing is a recognition of the
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opportunity we have in deploying digital technology to enhance customer
communications through the selective use of color. The funds will be used to
support operations, to continue our exciting development activities, and to
prepare for the year 2000 order commitments. We currently have order commitments
from IBM and Xerox for more than $10 million for year 2000 shipments.
"We are also delighted to have received the support of our Series B
Convertible Preferred shareholders to accept the new terms. Their action was key
to our securing the needed financing and eliminating the risk of unlimited
dilution. In addition, I appreciate the expression of confidence the board
members and corporate officers have shown by participating in the equity
financing. Connecticut Innovations, Inc., a quasi-state agency, was also a
significant investor."
Accent Color Sciences, Inc. designs, manufactures and sells innovative,
high-speed highlight color digital printing systems -- Truecolor(TM) Systems --
for the transaction printing and production publishing segments of the printing
industry. Truecolor(TM) Systems, when integrated with high-speed, digital,
monochrome printers, create a system that prints or highlights critical
information in multiple colors for large-volume applications. Such applications
include billing statements, account statements, invoices, legal notices,
brochures, financial reports and short-run, on-demand publications.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: The statements contained in this news release that are forward-looking are
based on current expectations that are subject to a number of uncertainties and
risks, and actual results may differ materially. Those risks and uncertainties
include, but are not limited to: (i) the level of customer acceptance of the
Company's products; (ii) the ability of the Company to raise capital sufficient
to support its business plan; (iii) the rights of customers of the Company to
modify or cancel orders under the terms of related product purchase agreements,
as amended, to which reference is made for more detailed information; (iv) the
dependence of the
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Company on third-party suppliers for certain key technology elements, and (v)
the potential fluctuations in the Company's quarterly results of operations.
Further information on factors that could cause actual results to differ from
those anticipated is detailed in the Company's annual report on Form 10-K for
1998, quarterly reports on Form 10-Q, and other filings with the Securities and
Exchange Commission.
NOTE: Press releases and other information are available on Accent Color
Sciences' World Wide Web site at http://www.accentcolor.com.
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