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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
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Date of Report: January 27, 1998
TTR INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22055 11-3223672
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1841 Broadway, New York, NY 10023
(Address of Principal Executive Offices)
212-333-3355
(Registrant's Telephone Number, including Area Code)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
TTR Inc., a Delaware Company (hereinafter, "TTR" or the "Company"), TTR
Technologies Ltd., its wholly-owned Israeli subsidiary (hereinafter
"TTR-Israel") and Henry Israel, a former consultant to the Company (hereinafter,
"Mr. Israel"), entered, on May 6, 1997, into an agreement settling certain
outstanding disputes among the parties (the "Settlement Agreement"). Under the
Settlement Agreement, the Company, inter-alia, issued to Mr. Israel 15,000
shares of the Company's Common Stock (hereinafter, the "Shares"), and
guaranteed, under certain delineated circumstances, a gross sale price in an
ordinary brokerage transaction in the over-the-counter market of $15.50 per
Share; provided, that, the Company's obligation terminates if at any time after
the registration of the Shares under the Securities Act of 133, as amended, the
sale price at which the Company's publicly traded stock averages in excess of
$15.50 per share for a consecutive 2 trading day period. The Shares were
registered as of July 10, 1997.
Pursuant to an understanding between the Company and Mr. Israel, Mr. Israel
sold the Shares at an aggregate total price of $77,156.25 (or an approximate
average per Share price of $5.14). Under the terms of the Settlement Agreement,
the Company is obligated to remit to Mr. Israel upon request an aggregate
approximate amount of $155,344, which is the difference between $232,500
($15.50 per Share x 15,000 Shares) and $77,156, and an additional $2,000 in
respect of related costs, for an aggregate total of $157,344. The Company and
Mr. Israel have, however, reached an agreement relating to the payment of this
sum (hereinafter, the "Deferred Payment Agreement") whereby the Company has paid
to Mr. Israel $57,344 upon signing, with the remaining balance of $100,000 to be
paid by June 15, 1998, together with an agreed upon additional amount of $5,000
in consideration of Mr. Israel's consent to the postponement of the deferred
amount. The deferred amount of $105,000 has been secured by a Bank Guarantee
issued by First International Bank, a bank chartered under the laws of Israel.
Under the Deferred Payment Agreement, the Bank Guarantees remain in effect until
June 30, 1998, and upon payment of the deferred amount by June 15, 1998, the
Bank Guarantees are to be returned to the Company.
Management believes that the Deferred Payment Agreement deferring the
payment of a part of the Company's obligations under the Settlement Agreement
minimizes the cash flow consequences that these obligation would have otherwise
resulted in.
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SIGNATURE
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: January 27, 1998 TTR INC.
By: /s/ Mark D. Tokayer
Mark D. Tokayer
President & Chairman
