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) May 19, 1999
THE SINGING MACHINE COMPANY, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-24968 95-3795478
(Commission File Number) (IRS Employer Identification No.)
3101 N.W. 25th Avenue, Pompano Beach, Florida 33069
(Address of Principal Executive Offices)
(954) 968-8006
(Registrant's Telephone Number)
(Former Name or Former Address, if changed since last report)
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Item 5. Other Events.
The Singing Machine Co., Inc. announced the Initial Closing of
a Private Placement of the Company's securities. The Initial
Closing of the Private Placement Offering was held Monday, May 17,
1999. The Company obtained the net proceeds from the sale of the
minimum of 40 Units of the Company securities for gross proceeds of
$1,100,000. The Company will continue to offer the remaining Units
of the Private Placement until it is sold or until the end of the
Offering period, June 30, 1999.
The Purchase Price for each Unit is $27,500. Each Unit
consists of 20,000 shares of the Company's convertible Preferred
Stock ("Preferred Stock") and 4,000 Common Stock Purchase Warrants
("Warrants"). Each share of Preferred Stock is convertible, at the
option of the Holder, into one (1) share of the Company's Common
Stock at any time after issuance. Each share of Preferred Stock
will automatically convert into one (1) share of the Company's
Common Stock at 5:00 p.m. eastern time on April 1, 2000, which is
one (1) year from the date of the Private Placement Memorandum.
Each warrant entitles the Holder to purchase, at any time during
the period commencing from the date of issuance and ending three
(3) years from the date of the Private Placement Memorandum, one
(1) share of the Company's Common Stock at a purchase price of
$2.00 per share. Fractional Units may be purchased at the
discretion of the Company.
The Units are being offered only to "accredited investors" as
defined in Rule 501 of Regulation D under the Securities Act of
1933, as amended (the "Securities Act"). The Units are being offered
on a $1,100,000 minimum - $1,375,000 maximum basis pursuant to Rule
506 of Regulation D under the Securities Act. Purchasers of the
Units will receive securities that are not registered with the
Securities and Exchange Commission (the "Commission") as a result
of this Offering. The Company, however, will use its best efforts
to file a registration statement with the Commission to register
the Company's Common Stock underlying the securities comprising the
Units within ninety (90) days after the completion of this
Offering. There is no assurance as to when or if the registration
statement will be declared effective by the Commission. There is no
public market for the Units, Preferred Stock, or the Warrants, and
none will develop as a result of this Offering.
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SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
THE SINGING MACHINE COMPANY, INC.
May 19, 1999 By: /s/ John Klecha
John Klecha, Secretary
