SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): December 26, 2000
TCPI, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-25406 65-0308922
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(State or other jurisdication (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3341 S.W. 15th Street
Pompano Beach, Florida 33069
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(Address of principal executive offices (Zip code)
Registrant's telephone number, including area code: 954/979-0400
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
Effectiveness Of Registration Statement
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On December 22, 2000, the Company announced that its registration
statement filed with the Securities and Exchange Commission (SEC) has been
declared effective.
The Company has registered up to 25,000,000 common shares. The primary
selling shareholder, GMF Holdings ("GMF"), may offer up to 13,900,000 shares
that it acquires upon conversion of the $10 million principal amount of TCPI's
6% convertible debentures that the Company may issue and sell to GMF when the
Company exercises its right to "put" debentures to GMF under TCPI's credit line
agreement with GMF. In addition, investors named in a securities purchase
agreement may offer up to 7,770,000 shares that they acquire upon conversion of
the $1,599,993 principal amount of TCPI's 6% convertible debentures due 2005
that the Company issued to the investors and 640,000 shares that they acquire
upon the exercise of warrants. The May Davis Group, Inc. ("MDG") and its
affiliates may offer up to 750,000 shares of common stock acquired in
consideration for certain services and 2,000,000 shares that they acquire upon
the exercise of warrants, and Butler Gonzalez LLP may offer up to 10,000 shares
that it acquires upon the exercise of warrants. Pricing for each sale of
convertible debentures is based on current market conditions (trading volume and
price) at the time of each draw of the credit line. Pricing for each sale of
convertible debentures is based on current market prices at the time of each
draw of the line of credit. The debentures are convertible into the Company's
common stock any time after 120 days from the closing date at the lower of $1.40
per share or 90% of the average closing bid price of TCPI's common stock for the
20 trading days immediately preceding the date of conversion. The term of the
line of credit agreement is for a 3-year period ending September 1, 2003.
The selling shareholders may sell the common stock at prices and on
terms determined by the market, in negotiated transactions or through
underwriters. GMF is an "underwriter" within the meaning of the Securities Act
in connection with its sales of our common stock. TCPI will not receive any
proceeds from the sale of shares by the selling shareholders. However, the
Company will receive proceeds from the sale of convertible debentures to GMF and
upon the exercise of warrants held by investors under the securities purchase
agreement, May Davis and its affiliates and Butler Gonzalez.
Information in this Form 8-K, including any information incorporated by
reference herein, includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and is subject to the safe-harbor created by
such sections. The Company's actual results may differ significantly from the
results discussed in such forward-looking statements.
Statements regarding future prospects, business plans and strategies,
future revenues and revenue sources, future liquidity and capital resources, the
timing and effectiveness, if any, of registration statements and delays
associated with such registration related to funding transactions, the
possibility of additional equity investments or other strategic transactions, as
well as other statements contained in this press release that address
activities, events or developments that the Company expects, believes or
anticipates will or may occur in the future, and similar statements are
forward-looking statements. These statements are based upon assumptions and
analyses made by the Company in light of current conditions, future developments
and other factors the Company believes are appropriate in the circumstances, or
information obtained from third parties and are subject to a
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number of assumptions, risks and uncertainties. Readers are cautioned that
forward-looking statements are not guarantees of future performance and that
actual results might differ materially from those suggested or projected in the
forward-looking statements. Factors that may cause actual future events to
differ significantly from those predicted or assumed include, but are not
limited to: risks associated with receipt of any required regulatory approvals;
risks related to the early stage of the Company's existence and its products'
development; the Company's ability to execute its business plans; risks and
expense of government regulation and effects of changes in regulation; risks
associated with domestic and international economies, currencies and business
conditions; and risks associated with uncertainty of litigation and appeals, and
the payment of judgments not reversed on appeal or otherwise; the Company's
limited cash reserves and sources of liquidity, including the satisfaction of
terms and conditions relating to funding, and timing and receipt of proceeds
from any funding; uncertainties in availability of expansion capital in the
future and other risks associated with capital markets, including funding of
ongoing operations, risks associated with the Company's ability to negotiate and
obtain additional financing, equity investments or strategic transactions on
favorable terms or at all, as well as those listed in the Company's other press
releases and in its other filings with the Securities and Exchange Commission.
The Company may determine to discontinue or delay the development of any or all
of its products under development at any time. Moreover, the Company may not be
able to successfully develop and market new products, enter into strategic
alliances or implement any or all of its operating strategy unless it is able to
generate additional liquidity and working capital. For a complete description of
the Company's products and business, see the Company's Annual Report on Form
10-K for the year ended December 31, 1999 and any related Amendments thereto and
subsequent quarterly reports on Form 10-Q, as well as the Company's Registration
Statement on Form S-2 and Amendments thereto.
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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, thereunto duly authorized.
Dated: December 26, 2000 TCPI, INC.
By: /s/ Walter V. Usinowicz, Jr.
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Walter V. Usinowicz, Jr.
Vice President of Finance and Chief Financial
Officer (Chief Accounting Officer)
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