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 - FEBRUARY 19, 1999
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(Date of Earliest Event Reported)
COMMODORE HOLDINGS LIMITED
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(Exact name of registrant as specified in its charter)
BERMUDA
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(State of Incorporation)
0-22908 N/A
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(Commission File No.) (I.R.S. Employer
Identification No.)
4000 HOLLYWOOD BOULEVARD, SUITE 385-S, SOUTH TOWER, HOLLYWOOD, FLORIDA 33021
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(Address of Principal Executive Offices) (Zip Code)
(954) 967-2100
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
The Company has closed on the sale of the first half of its $8 million
private offering of series B preferred stock. The Company's press release with
respect to such offering is attached hereto as Exhibit 1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1. Press Release, dated February 19, 1999.
2
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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 hereunto duly authorized.
Dated: February 19, 1999.
COMMODORE HOLDINGS LIMITED
By: /S/ JEFFREY I. BINDER
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Jeffrey I. Binder,
Chairman of the Board
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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1 Press Release dated February 19, 1999.
EXHIBIT 1
COMMODORE HOLDINGS ANNOUNCES
PRIVATE SECURITIES OFFERING
HOLLYWOOD, FLORIDA -- February 19, 1999 -- Commodore Holdings Limited,
a national Nasdaq company (symbol:CCLNF) announced today that it has closed on
the first $4 million of an $8 million private offering of its Series B
Convertible Preferred Stock.
The Series B Preferred Stock accrues dividends at the rate of 10% per
annum and is convertible into the company's Common Stock at the rate of $5.50
per share of Common Stock, beginning in eighteen months. In addition, the
company will have the right to demand conversion of the Series B Preferred Stock
if the market price of the Common Stock exceeds $8.25 for 10 trading days and
certain other conditions are met. Sales of the underlying Common Stock are
restricted to not more than 25% of the Common Stock per quarter, which amount
increases to 50% if the company demands conversion.
"This stock sale represents the first half of the preferred stock
offering, and the proceeds will be used for the implementation of our expansion
plan, as well as for working capital," stated Jeffrey I. Binder, chairman of the
board of Commodore Holding Limited. "We anticipate we will close on the second
half of the offering during the next quarter."
The Series B Preferred Stock has not been registered and therefore may
not be resold absent future registration or an applicable exemption therefrom.
A veteran of the cruise business Commodore Cruise Line began operations
in 1966 and is known for pioneering new routes and innovative cruise packages.
South Florida based Commodore Holdings Limited, with over $60 million in assets,
operates Commodore Cruise Line which was selected by Travel Holiday magazine as
"the best cruise for the money" and just last month in a poll by 11,000 cruisers
who are members of America Online (AOL) Commodore was chosen as one of the "The
Top 10 Best Values" in America. Commodore's website is www.commodorecruise.com.
This press release contains forward-looking statements which are
subject to change. These forward-looking statements may be significantly
impacted, either positively or negatively by various factors, including without
limitation, competing in a saturated industry against modern and larger fleets,
the ability of the company to obtain financing for the acquisition of additional
vessels, the potential for additional government regulations, the need for
expensive upgrades and/or maintenance to aging vessels and general economic
conditions in the cruise and gaming industries and the markets in which the
company operates. Additional information concerning potential factors that could
affect the company's financial results is included in, but not limited to, its
form 10-K and other filings with the Securities and Exchange Commission.
