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): August 2, 2000
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THCG, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-26072 87-0415597
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
650 Madison Avenue, 21st Floor, New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (212) 223-0440
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On August 2, 2000, THCG, Inc. (the "Company") issued 5,000
shares of its Series A Convertible Participating Preferred Stock (the "Preferred
Stock") and a related Warrant (the "Warrant") in a private placement to Castle
Creek Technology Partners LLC ("Castle Creek"), a private equity investment fund
focused primarily on the technology sector. The gross proceeds of the offering
were $5,000,000. The terms of the private placement are more fully described in
the Securities Purchase Agreement filed as Exhibit 10.1 hereto.
The Preferred Stock has an 8% dividend payable in cash or
equity and is convertible (subject to anti-dilution protections) into THCG, Inc.
Common Stock, par value $0.01 per share, at a fixed conversion price of $5.039
per share at any time prior to December 29, 2000. Thereafter, the conversion
price will be the lower of $5.039 per share or 90% of the prevailing market
price of the Common Stock, provided that regardless of the market price for the
Common Stock, a maximum of 2,529,568 shares of Common Stock are issuable upon
conversion of the Preferred Stock. If the market price of the Common Stock is
greater than 200% of the then fixed conversion price of the Preferred Stock for
at least 10 consecutive days and if certain other conditions are met, the
Company may cause the Preferred Stock to be automatically converted into Common
Stock. Unless previously converted by the holder, the Preferred Stock
automatically converts into Common Stock on August 2, 2003, and is subject to
optional redemption by the Company at any time subject to the payment of
premiums and satisfaction of other conditions.
The Warrant has a four-year term and entitles the holder to
purchase up to 396,899 shares of Common Stock at a fixed exercise price of
$5.039 per share throughout the term of the Warrant (subject to anti-dilution
protections). If the market price of the Common Stock is greater than 200% of
the then fixed exercise price of the Warrant for at least 10 consecutive days
and if certain other conditions are met, the Company may cause the Warrant to be
automatically exercised for Common Stock.
Pursuant to a Registration Rights Agreement filed as Exhibit
10.3 hereto, the Company has agreed to file a registration statement under the
Securities Act of 1933 registering for resale by the holders thereof the Common
Stock underlying the Preferred Stock and the Warrant within 20 business days and
to use its best efforts to cause the registration statement to become effective
as soon as practicable. The Company may be required to pay Castle Creek certain
amounts as specified in the Registration Rights Agreement if the registration
statement is not declared effective within 90 days (120 days if the SEC reviews
the filing) of August 2, 2000 and is not maintained effective.
The Preferred Stock is subject to the terms and conditions of
the Certificate of Designations, Preferences and Rights of Series A Convertible
Participating Preferred Stock filed as Exhibit 10.2 hereto. The Warrant is
subject to the terms and condition of the Stock Purchase Warrant filed as
Exhibit 10.4 hereto. The foregoing description of the private placement and the
Preferred Stock and Warrant and the
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associated registration rights are qualified in their entirety by reference to
the Exhibits to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
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10.1 Securities Purchase Agreement, dated as of
August 1, 2000, by and between the
Registrant and Castle Creek Technology
Partners LLC.
10.2 Certificate of Designations of the
Registrant's Series A Convertible
Participating Preferred Stock.
10.3 Registration Rights Agreement, dated as of
August 2, 2000, by and between the
Registrant and Castle Creek Technology
Partners LLC.
10.4 Warrant of the Registrant, dated August 2,
2000, issued to Castle Creek Technology
Partners LLC.
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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.
Dated: August 3, 2000
THCG, INC.
By: /s/ Adi Raviv
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Name: Adi Raviv
Title: Co-Chairman and
Chief Financial Officer
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