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 (Date of earliest event reported) April 28, 1999
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ADRENALIN INTERACTIVE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27828 13-3779546
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
5301 Beethoven Street, Los Angeles, California 90066
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 821-7880
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(Former name or former address, if changed since last report)
Exhibit Index on Page 5
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ITEM 5. OTHER EVENTS.
The Registrant intends to raise capital pursuant to the issuance of
securities in a Rule 506 private placement to certain accredited investors (the
"Offering"). The Offering contemplates the issuance of Common Stock, $.03 par
value, of the Company ("Common Stock"), and detachable warrants to purchase
Common Stock ("Warrants"). Such securities will be sold in units ("Units"), each
Unit consisting of one share of Common Stock and one Warrant to purchase three
shares of Common Stock. The price per Unit is $4.00. The per share exercise
price under the Warrants is $0.05. The Warrants will expire in their entirety if
the proposed merger between McGlen Micro, Inc. and the Registrant (the "McGlen
Transaction") is consummated and are not exercisable unless the McGlen
Transaction is abandoned. No assurances can be given that consummation of the
McGlen Transaction will occur.
The minimum total number of Units sold will be 125,000 for a total
of $500,000 minimum gross proceeds received and the maximum total number of
Units sold will be 500,000 for a total of $2,000,000 gross proceeds received.
The Registrant has the right to close the Offering at any time once the minimum
has been reached.
The proceeds raised from the Offering will be used to fund immediate
operational obligations of the Registrant, payables and expenses arising from
the McGlen Transaction, including legal and accounting fees, and a loan to
McGlen Micro, Inc. which will, in part, fund McGlen's costs for the McGlen
Transaction.
Pursuant to Nasdaq Stock Market Rules ("Market Rules")
4310(25)(H)(i)(b) and (d)(1) and (2), stockholder approval for the securities
issuance described above may be required. However, due to an immediate need for
funding in order to preserve the financial viability of the Registrant, the
Registrant is seeking from Nasdaq an exception to the stockholder approval
requirement, pursuant to Market Rule 4310(25)(H)(ii).
The Registrant presently intends to accept subscriptions for between
$500,000 (the minimum offering) and approximately $625,000, which amounts do not
require shareholder approval under the above referenced Market Rules, as soon as
such subscriptions are received and accepted by the Registrant and the other
Offering requirements are met. Additional amounts to be raised, if any, pursuant
to the Offering will be accepted by the Registrant only if it receives Nasdaq
approval of the exception described above and upon compliance with the 10 day
stockholder notice requirement under Market Rule 4310(25)(H)(ii), as well as
other Offering conditions.
THE OFFER AND SALE OF THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR QUALIFIED
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UNDER ANY STATE OR NON-U.S. SECURITIES LAWS. SUCH SECURITIES ARE BEING OFFERED
AND SOLD IN RELIANCE ON THE EXEMPTIONS AFFORDED BY REGULATION D PROMULGATED
UNDER THE SECURITIES ACT. THE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD
WITHOUT REGISTRATION AND QUALIFICATION UNDER THE SECURITIES ACT AND APPLICABLE
STATE AND NON-U.S. SECURITIES LAWS, UNLESS AN EXEMPTION FROM REGISTRATION AND
QUALIFICATION UNDER THE SECURITIES ACT AND SUCH LAWS IS THEN AVAILABLE.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(99) Press Release issued April 30, 1999 by Registrant.
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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.
ADRENALIN INTERACTIVE, INC.
April 30,1999 By: /s/ Jay Smith, III
____________________________
Jay Smith, III, President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description Page No.
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99 Press Release issued April 30, 1999 by Registrant 6
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EXHIBIT 99
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FOR IMMEDIATE RELEASE
CONTACT:
Stephen D. Axelrod, CFA
Jay Smith, CEO Nancy S. L. Block
ADRENALIN INTERACTIVE INC. Susan T. Bolen (Media)
(310) 821-7880, (310) 821-4251 fax WOLFE AXELROD ASSOCIATES
e-mail: [email protected] (212) 370-4500, (212) 370-4505 fax
HTTP://WWW.ADRENALIN.COM e-mail: [email protected]
ADRENALIN INTERACTIVE ANNOUNCES FINANCING PLAN
TO COMPLETE MCGLEN MERGER
LOS ANGELES, CA, APRIL 30, 1999 --- ADRENALIN INTERACTIVE INC. (NASDAQ: ADRN)
announced today that it has filed a Form 8-K with the Securities and Exchange
Commission detailing its plan to raise up to $2 million through a Private
Placement Offering of stock and warrants.
The Offering contemplates the issuance of Common Stock of the Company ("Common
Stock"), and detachable warrants to purchase Common Stock ("Warrants"). Such
securities will be sold in units ("Units"), each Unit consisting of one share of
Common Stock and one Warrant to purchase three shares of Common Stock. The price
per Unit is $4.00. The per share exercise price under the Warrants is $0.05. The
Warrants will expire in their entirety if the proposed merger between the
Company and McGlen Micro, Inc. is consummated and they are not exercisable
unless such merger is abandoned. No assurances can be given that the merger or
financing plan will be consummated.
The minimum total number of Units sold will be 125,000 for a total of $500,000
minimum gross proceeds received and the maximum total number of Units sold will
be 500,000 for a maximum gross proceeds received of $2,000,000. The Company has
the right to close the Offering at any time once the minimum has been reached.
The proceeds raised from the Offering will be used to fund immediate operational
obligations of the Company, payables and expenses arising from the McGlen
Transaction, including legal and accounting fees, and other merger related
expenses.
For additional information regarding the financing plan, please refer to the
Form 8-K filed with the Securities and Exchange Commission.
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The offer and sale of the securities referred to herein have not been registered
under the Securities Act of 1933, as amended (the "Securities Act") or qualified
under any state or non-U.S. securities laws, such securities are being offered
and sold in reliance on the exemptions afforded by Regulation D promulgated
under the Securities Act. The securities may not be transferred or resold
without registration and qualification under the Securities Act and applicable
state and non-U.S. securities laws, unless an exemption from registration and
qualification under the Securities Act and such laws is then available.
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