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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
June 18, 1999
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(Date of Earliest Event Reported)
Objective Communications, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-22235 54-1707962
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(State of (Commission (I.R.S. Employer
Incorporation) File Number) Identification Number)
50 International Drive, Portsmouth, New Hampshire 03801
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(Address of Principal Executive Offices) (Zip Code)
(603) 334-6700
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On June 18, 1999, Objective Communications, Inc., a Delaware
corporation (the "Company"), completed a public offering (the "Offering") of
2,000,000 units (individually, a "Unit" and collectively, the "Units"), each
Unit consisting of three shares of common stock, par value $.01 per share of
the Company (the "Common Stock"), and two warrants to purchase shares of Common
Stock (individually, a "Warrant" and collectively, the "Warrants"). Each
Warrant gives the holder the right to purchase one share of Common Stock for
$4.00. The net proceeds to the Company from the Offering are estimated to be
$12,600,000. The Company intends to use the net proceeds from the offering and
sale of the Units for the following purposes: (i) $2,900,000 for repayment of
unsecured promissory notes; (ii) $2,660,000 for research and development; (iii)
$2,320,000 for sales and marketing and customer support obligations; (iv)
$2,770,000 for repayment of certain outstanding indebtedness and other
obligations; (v) $300,000 for investment in capital equipment; (vi) $132,000
for overdue payments on capital lease obligations; and (vii) the remainder for
working capital and for general corporate purposes.
Effective with the closing of the Offering and the receipt by the
Company of the net proceeds, the Company believes that it satisfies the final
exception pursuant to which the quotation of the Company's Common Stock was
transferred to The Nasdaq SmallCap Market. Specifically, filed with this Current
Report on Form 8-K is a May 31, 1999 balance sheet, with pro forma adjustments
for any significant events or transactions occurring on or before the date of
this Current Report on Form 8-K. By demonstrating compliance with this final
requirement, the Company believes that it has satisfied all requirements for the
for the continued listing of its Common Stock on The Nasdaq SmallCap Market.
ITEM 7. FINANCIAL STATEMENTS.
(a) Financial Statements. Balance sheet of the Company as of May 31, 1999
(actual) and pro forma as of such date to give effect to all significant
events or transactions occurring between June 1, 1999 and June 18, 1999.
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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.
OBJECTIVE COMMUNICATIONS, INC.
Date: June 18, 1999 By: /s/ Robert H. Emery
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Robert H. Emery
Vice President, Administration and Finance
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OBJECTIVE COMMUNICATIONS, INC.
Balance Sheets
<TABLE>
<CAPTION>
ASSETS
Pro Forma (1)
May 31, May 31,
1999 1999
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(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 227,372 $ 7,330,745
Accounts receivable 56,882 56,882
Inventory 6,582,441 6,582,441
Other current assets 509,760 140,781
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Total current assets 7,376,455 14,110,849
Property and equipment, net 2,351,048 2,351,048
Trademarks and patents 200,485 200,485
Other assets 371,725 70,404
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$ 10,299,713 $ 16,732,786
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Notes payable $ 119,281 $ 119,281
Unsecured promissory notes - net of unamortized discount 1,958,250 -
Subordinated convertible debentures 3,268,546 -
Accounts payable 3,424,161 1,774,161
Deferred revenue - -
Accrued liabilities 807,219 807,219
Current portion of long term debt 1,750,239 600,239
Obligations under capital lease, current portion 98,408 98,408
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Total current liabilities 11,426,104 3,399,308
Obligations under capital lease 60,358 60,358
Long term debt 2,772,841 2,772,841
Stockholders' equity (deficit):
Preferred stock 1,197,917 -
Common stock - par 9,808 79,121
Additional paid-in capital 38,402,640 55,260,805
Deficit accumulated during development stage (43,569,955) (44,839,647)
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Total stockholders' equity (deficit) (3,959,590) 10,500,279
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$ 10,299,713 $ 16,732,786
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Tangible Net Book Value $ (4,160,075) $ 10,299,794
</TABLE>
(1) The pro forma column presents our unaudited financial information as of May
31, 1999 on a pro forma as adjusted basis to reflect: (i) the completion on
June 18, 1999, of our public offering (the "Offering") of 2,000,000 units, each
unit consisting of three shares of our common stock and two redeemable common
stock purchase warrants, at a public offering price of $7.50 per unit, and the
receipt of the net proceeds therefrom; (ii) the conversion of the outstanding
209,091 shares of our Series B 5% Cumulative Convertible Preferred Stock, and
accrued and unpaid dividends thereon, to 62,162 shares of our common stock upon
the completion of our Offering on June 18, 1999; (iii) the conversion of the
$3.125 million original principal amount of our 5% Convertible Debentures due
2003, and accrued and unpaid interest thereon, to 873,415 shares of our common
stock immediately following the completion of our Offering on June 18, 1999;
(iv) the surrender of 4,284 shares of our common stock by two stockholders for
no consideration on June 14, 1999; (v) the repayment of the principal amount of
and interest on our outstanding unsecured promissory notes in the original
principal amount of $2.85 million, which bear interest at the rate of 10% per
year and were issued in February 1999; (vi) the repayment of $1.1 million
principal amount of certain outstanding long-term debt which bear interest at
rates ranging from 7% to 12% annually; and (vii) the repayment of a portion of
our outstanding accounts payable.
