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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
Date of Report (Date of earliest event reported):
September 29, 2000
Storage Computer Corporation
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(Exact Name of Registrant as specified in its charter)
DELAWARE 1-13616 02-045093
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11 Riverside Street, Nashua, NH 03062-1373
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (603) 880-3005
No Change
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(Registrant's Name of Former Address, if Change Since Last Report)
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ITEM 5. OTHER EVENTS.
On September 29, 2000, Storage Computer Corporation (the "Registrant")
privately placed 20,000 shares of a newly-established series of preferred stock
designated Series B 8% Convertible Preferred Stock (the "Series B Stock") having
an aggregate stated value of $2,000,000. The Series B Stock is convertible into
shares of the Registrant's common stock at an initial rate equal to the lower of
$13.41 per share or 82.5% of the market price of a share of the Registrant's
common stock just prior to the conversion date. The longer the Series B stock is
outstanding prior to conversion, the greater the discount from the prevailing
market price at which the Series B Stock can be converted into shares of the
Registrant's common stock. In connection with this Series B financing, the
Registrant also issued a three-year warrant to purchase 186,000 shares of its
common stock at an exercise price of $13.41 per share. The Registrant also
amended certain terms of its Series A 8% Convertible Preferred Stock relating to
seniority.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Amended Certificate of Designation of Series A 8% Convertible Preferred
Stock of Storage Computer Corporation.
2.2 Certificate of Designation of Series B 8% Convertible Preferred Stock of
Storage Computer Corporation.
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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 hereunto duly authorized.
Date: October 6, 2000 STORAGE COMPUTER CORPORATION
By: /s/ Theodore J. Goodlander
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Name: Theodore J. Goodlander
Title: Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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2.1 Amended Certificate of Designation of Series A 8% Convertible
Preferred Stock of Storage Computer Corporation (filed herewith).
2.2 Certificate of Designation of Series B 8% Convertible Preferred
Stock of Storage Computer Corporation (filed herewith).
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