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: October 8, 1997
Allegiant Technologies Inc.
(Exact Name of Registrant as specified in its charter)
Washington
333-07727 98-0138706
Commission File Number IRS Identification No.
1500-609 Granville Street, Vancouver B.C. V7Y 1G5
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Address of Principal Executive Office Postal Code
(604) 687-0888
Registrant's telephone number including area code
Item 7. Financial Statements and Exhibits
(c) 1. Press Release dated September 29, 1997.
<PAGE>
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.
ALLEGIANT TECHNOLOGIES INC.
Date: October 8, 1997 By: /s/ William D. McCartney
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William D. McCartney
Chief Financial Officer
ALLEGIANT TECHNOLOGIES INC.
1500-609 Granville Street, Vancouver B.C. V7Y 1G5
Telephone: (604) 687-0888 Fax: (604) 687-0882
September 29, 1997
Trading Symbols: Vancouver Stock Exchange: AGH.U
OTC Bulletin Board: ALGT
PRESS RELEASE
The Company has made agreements in principle, subject to receipt and acceptance
of final documentation, to facilitate a reorganization of its capital as
follows;
Principals of the Company have agreed to surrender for cancellation
2,000,000 escrowed performance shares.
The Company will seek approval for a four for one reverse split of its
common stock and a change of name at a future meeting of its shareholders.
The Company has agreed, subject to Vancouver Stock Exchange approval, to
issue 3,600,000 shares of common stock at a deemed price of US$0.15 per
share, post reverse split, and two year non-transferable warrants to
purchase 283,333 shares of common stock, at US$0.15 per share in the first
year and at US$0.1725 per share in the second year, in full settlement and
satisfaction of debts of the Company amounting to US$540,000.
The Company has agreed to pay, in cash, the approximate sum of US$172,000,
on or about October 15, 1997, and deliver title to certain used computer
equipment having a deemed value of US$28,000 in full settlement and
satisfaction of debts of the Company in the approximate amount of
US$672,000.
The Company has arranged for the private placement of 1,400,000 Units at
US$0.15 per Unit, post reverse split, for aggregate proceeds of US$210,000,
subject to Vancouver Stock Exchange approval. Each Unit shall consist of
one share of common stock and one two year non-transferable warrant to
purchase one additional share of common stock at US$0.15 per share during
the first year and at US$0.1725 per share during the second year. The
proceeds of the private placement will be primarily used to fund the
settlement of trade debts of the Company as described above, and for costs
of the reorganization.
Upon completion of the private placement and the settlement of debts, Joel
Staadecker and Leonard Petersen will resign from the Board of Directors of the
Company and Joel Staadecker will resign as President and Chief Executive Officer
of the Company. Mr. Steven Rothstein, Chairman of National Securities
Corporation of Chicago Ill., has agreed to act as Chairman and Chief Executive
Officer of the Company. A second person to be designated by Mr. Rothstein will
also be appointed to the Board of Directors of the Company.
William McCartney will remain as a Director and Secretary of the Company.
The number of shares of the Company's common stock outstanding upon completion
of the transactions described above, but before the exercise of warrants, is
expected to be approximately 6.6 million, of which 5 million shares will have
been issued to creditors and subscribers of the private placement.
Upon the settlement of debts as described above, the Company's liabilities will
be reduced from an estimated US$1.5 million to an estimated US$288,000,
exclusive of reserves and deferred revenues. Of this balance, US$108,000 is
represented by a secured note that is due and payable to Steven Rothstein, a
proposed director of the Company, and US$72,500 is represented by unsecured
promissory notes issued in connection with the reorganization.
The Company recently closed its offices on Scranton Road in San Diego, CA,
reduced the number of persons employed by the Company to four, excluding senior
management and directors, and relocated its head office to Suite 1500, 609
Granville Street, Vancouver, B.C., Canada, V7Y 1G5. The Company's operations
personnel remain domiciled in California.
None of the proceeds of the private placement will be used to fund ordinary
business operations and as a consequence it is expected that sales of the
Company in the immediate future will continue to be adversely affected. It is
also expected that new management will make a determination regarding the
continuance of the existing business operations over the ensuing months.
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Bill McCartney, Director
The Vancouver Stock Exchange has not reviewed and does not accept responsibility
for the adequacy or accuracy of this press release.
