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): August 13, 1997
VIDEOLAN TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
Delaware 000-26302 611283466
(State or other (Commission File Number) (IRS Employer
jurisdiction or Identification
incorporation) No.)
11403 Bluegrass Parkway, Suite 400
Louisville, Kentucky 40299
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502) 266-0099
100 Mallard Creek Road, Suite 250
Louisville, Kentucky 40207
(Former name or former address if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit 3.1 -- Certificate of Incorporation, incorporated
by reference as an exhibit to the Registration Statement on Form
SB-2, as amended, filed by the Company (File No. 32-93086).
Exhibit 3.2 -- Certificate of Amendment to Certificate of
Incorporation, incorporated by reference as an exhibit to the 1996
Annual Report on Form 10-KSB (File No. 0-26302 ).
Exhibit 3.3 -- Bylaws of the Company, incorporated by
reference as an exhibit to the Registration Statement on Form 8-A
dated January 29, 1997 (File No. 0-26302).
Exhibit 4.3 -- Form of 8% Convertible Debenture due July 31,
1998 (the "Debenture").
Item 9. Sale of Debenture Pursuant to Regulation S.
(a) Securities Sold. On July 31, 1997, the Registrant
issued a $1,200,000.00 8% Convertible Debenture due July
31, 1998.
(b) Underwriters and Other Purchasers. The Registrant did not
engage an underwriter in connection the issuance of the
Debenture. A non-U.S. Person, (as such term is defined
in Regulation S ("Regulation S") under the Securities Act
of 1933, as amended ("Securities Act")), purchased the
Debenture. The purchaser is an "accredited investor" as
defined in Rule 501(a) in Regulation D under the
Securities Act.
(c) Consideration. The Registrant issued the Debenture for
cash consideration. The Registrant is obligated to pay
Thomson Kernaghan & Co. Ltd./Clarco/Mike Heitz a finders
fee in the aggregate amount of $180,000.00.
(d) Exemption from Registration Claimed.The Debenture was
issued in accordance with the provisions of Regulation S
in an Offshore Transaction (as such term is defined in
Regulation S) to a non-U.S. Person.
(e) Terms of Conversion or Exercise.
The terms of the Debenture provide for interest on the
Debenture at the rate of eight percent (8.0%) per year
payable until the Debenture has been converted.
The purchaser of the Debenture ("Purchaser"), at its option,
may convert all the principal amount of the Debenture, plus
accrued interest, provided the principal amount is at least
$10,000, into Common Stock at any time after September 10,
1997, at a conversion price for each share of Common Stock equal
to eighty percent (80%) of the market price ("Market Price")
on the conversion date ("Conversion Date"). The Market
Price shall be the average closing bid price of the
Common Stock on the five (5) trading days immediately
preceding the Conversion Date, as reported by the
National Association of Securities Dealers for companies
trading on the over-the-counter market or, in the event
the Common Stock is listed on a stock exchange, the
market price shall be the average closing bid price of
the common stock on such stock exchange on the five (5)
trading days immediately preceding the Conversion Date,
as reported in the Wall Street Journal.
The discussion at this Item 701(e) is qualified in its
entirety by reference to the Debenture attached to this
Form 8-K as an exhibit.
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 thereunto duly authorized.
VIDEOLAN TECHNOLOGIES, INC.
By:/s/ Steven B. Rothenberg
Steven B. Rothenberg
Executive Vice President,
Treasurer And Chief Financial Officer
Date: August 13, 1997
Exhibit 4.3
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON
CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED
OR TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE
ACT, OR AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR
EXEMPTION OR SAFE HARBOR THEREFROM.
No. ___________ ______________
VIDEOLAN, INC.
8% Convertible Debenture Due July 31, 1998
THIS DEBENTURE is one of a duly authorized issue of _____________
in Debentures of VideoLan, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (the "Company")
designated as its 8% Convertible Debentures due July 31, 1998.
FOR VALUE RECEIVED, the Company promises to pay to
____________, the registered holder hereof (the "Holder"), the
principal sum of _______________________ United States Dollars
(US $_________) on July 31, 1998 (the "Maturity Date") and to pay
interest on the principal sum outstanding from time to time in
arrears on July 31, 1998 at the rate of 8% per annum accruing from
the date of initial issuance. Accrual of interest shall commence on
the first such business day to occur after the date hereof until
payment in full of the principal sum has been made or duly provided
for. Subject to the provisions of Section 4 below, the principal of and
interest on this Debenture are payable at the option of the Company,
in shares of Common Stock of the Company or in such coin or currency of
the United States of America as at the time of payment is legal tender
for payment of public and private debts, at the address last
appearing on the Debenture Register of the Company as designated in
writing by the Holder from time to time. The Company will pay the
principal of and interest upon this Debenture on the Maturity Date,
less any amounts required by law to be deducted, to the registered
holder of this Debenture as of the tenth day prior to the Maturity
Date and addressed to such holder as the last address appearing on
the Debenture Register. The forwarding of such check shall con-
stitute a payment of interest hereunder and shall satisfy and
discharge the liability for principal and interest on this Debenture
to the extent of the sum represented by such check plus any amounts so
deducted.
This Debenture is subject to the following additional provisions:
1. The Debentures are issuable in denominations of One
Hundred Thousand United States Dollars (US $100,000) and integral
multiples thereof. The Debentures are exchangeable for an equal
aggregate principal amount of Debentures of different authorized
denominations, as requested by the Holders surrendering the same.
No service charge will be made for such registration or transfer or
exchange.
2. The Company shall be entitled to withhold from all
payments of principal of, and interest on, this Debenture any
amounts required to be withheld under the applicable provisions of
the United States income tax laws or other applicable laws at the
time of such payments, and Holder shall execute and deliver all
required documentation in connection therewith.
3. This Debenture has been issued subject to investment
representations of the original purchaser hereof and may be
transferred or exchanged only in compliance with the Securities Act
of 1933, as amended (the "Act"), and other applicable state and
foreign securities laws. In the event of any proposed transfer of
this Debenture, the Company may require, prior to issuance of a new
Debenture in the name of such other person, that it receive
reasonable transfer documentation including opinions that the
issuance of the Debenture in such other name does not and will not
cause a violation of the Act or any applicable state or foreign
securities laws. Prior to due presentment for transfer of this
Debenture, the Company and any agent of the Company may treat the
person in whose name this Debenture is duly registered on the
Company's Debenture Register as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes,
whether or not this Debenture be overdue, and neither the Company
nor any such agent shall be affected by notice to the contrary.
4. The Holder of this Debenture is entitled, at its option,
to convert at any time all of the principal amount of the
Debenture, plus accrued interest, commencing forty-one (41)
calendar days after the closing of sale of the Debenture (the
"Closing"), provided that the principal amount is at least US
$10,000 (unless if at the time of such election to convert the
aggregate principal amount of all Debentures registered to the
Holder is less than Ten Thousand Dollars [US $10,000], then the
whole amount thereof) into shares of Common Stock of the Company at
a conversion price for each share of Common Stock equal to eighty
percent 80% of the Market Price on the Conversion Date. For
purposes of this Section 4, the Market Price shall be the average
closing bid price of the Common Stock on the five (5) trading days
immediately preceding the Conversion Date, as reported by the
National Association of Securities Dealers for companies trading
the over-the-counter market or, in the event the Common Stock is
listed on a stock exchange, the Market Price shall be the average
closing bid price of the Common Stock on such stock exchange on the
five (5) trading days immediately preceding the Conversion Date, as
reported in the Wall Street Journal. Conversion shall be
effectuated by surrendering the Debentures to be converted to the
Company with the form of conversion notice attached as Exhibit "A,"
executed by the Holder of the Debenture evidencing such Holder's
intention to convert this Debenture or a specified portion (as
above provided) hereof, and accompanied, if required by the
Company, by proper assignment hereof in blank. Interest accrued or
accruing from the date of issuance to the date of conversion shall,
at the option of the Company, be paid in cash or Common Stock upon
conversion. No fraction of Shares or scrip representing fractions
of shares will be issued on conversion, but the number of shares
issuable shall be rounded to the nearest whole share. The date on
which notice of conversion is given (the "Conversion Date") shall
be deemed to be the date on which the Holder has delivered this
Debenture, with the conversion notice duly executed to the Company
or if earlier, the date set forth in such notice of conversion if
the Debenture is received by the Company within three (3) business
days therefrom. Facsimile delivery of the conversion notice shall
be accepted by the Company at telephone number (813) 535-0077.
Certificates representing Common Stock upon conversion will be
delivered within two (2) business days from the date the notice of
conversion is delivered to the Company.
5. No provision of this Debenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to
pay the principal of and interest on, this Debenture at the time,
place and rate, and in the coin or currency herein prescribed. This
Debenture and all other Debentures now or hereafter issued of
similar terms are direct obligations of the Company.
6. No recourse shall be had for the payment of the principal
of, or the interest on, this Debenture or for any claim based
hereon, or otherwise in respect hereof, against any incorporator,
shareholder, officer or director, as such, past, present or future,
of the Company or any successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being,
but the acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released.
7. If the Company merges or consolidates with another
corporation or sells or transfers all or substantially all of its
assets to another person and the holders of the Common Stock are
entitled to receive stock, securities or property in respect of or
in exchange for Common Stock, then as a condition of such merger,
consolidation, sale or transfer, the Company and any such
successor, purchaser or transferee shall amend this Debenture to
provide that it may thereafter be converted on the terms and
subject to the conditions set forth above into the kind an amount
of stock, securities or property receivable upon such merger,
consolidation, sale or transfer by a holder of the number of shares
of Common Stock into which this Debenture might have been converted
immediately before such merger, consolidation, sale or transfer,
subject to adjustments which shall be a nearly equivalent as may be
practicable. In the event of any proposed merger, consolidation or
sale or transfer of all or substantially all of the assets of the
Company (a "Sale"), the Holder hereof shall have the right to
convert by delivering a Notice of Conversion to the Company within
fifteen (15) days of receipt of notice of such Sale from the
Company. In the event the Holder hereof shall elect not to convert,
the Company may prepay all outstanding principal and accrued
interest on this Debenture, less all amounts required by law to be
deducted, upon which tender of payment following such notice, the
right of conversion shall terminate.
8. The Holder of the Debenture, by acceptance hereof, agrees
that this Debenture is being acquired for investment and that such
Holder will not offer, sell or otherwise dispose of this Debenture
or the Shares of Common Stock issuable upon conversion thereof
except under circumstances which will not result in a violation of
the Act or any applicable state Blue Sky or foreign laws or similar
laws relating to the sale of securities.
9. This Debenture shall be governed by and construed in
accordance with the laws of Canada; provided however, that if any
provision of this Debenture is unenforceable under the laws of
Canada but is enforceable under the laws of the Commonwealth of
Kentucky, then that provision shall be governed by and construed in
accordance with the laws of Kentucky. Any controversy or claim
arising out of or relating to this Debenture (whether in contract
or tort, or both) shall be determined by binding arbitration at
Toronto, Canada, in accordance with the commercial arbitration
rules of the International Chamber of Commerce. The prevailing
party in any arbitration proceeding shall be awarded reasonable
attorneys fees and costs of the proceeding. The arbitration award
shall be final, and may be entered in any court having
jurisdiction.
10. The following constitute an "Event of Default":
a. The Company shall default in the payment of
principal or interest on this Debenture; or
b. Any of the representations or warranties made by the
Company herein, in the Subscription Agreement, or in any
certificate or financial or other written statements heretofore or
hereafter furnished by the Company in connection with the execution
and delivery of this debenture or the Subscription Agreement shall
be false or misleading in any material respect at the time made; or
c. The Company shall fail to perform or observe, in any
material respect, any other covenant, term, provision, condition,
agreement or obligation of the Company under this Debenture and
such failure shall continue uncured for a period of thirty (30)
days after written notice from the Holder of such failure;
d. The Company shall (1) admit in writing its inability
to pay its debts generally as they mature; (2) make an assignment
for the benefit of creditors or commence proceedings for its
dissolution; or (3) apply for or consent to the appointment of a
trustee, liquidator or receiver for it or a for a substantial part
of its property or business; or
e. A trustee, liquidator or receiver shall be appointed
for the Company or for a substantial part of its property or
business without its consent and shall not be discharged within
sixty (60) days after such appointment;
f. Any governmental agency or any court of competent
jurisdiction at the instance of any governmental agency shall
assume custody or control of the whole or any substantial portion
of the properties or assets of the Company and shall not be
dismissed within sixty (60) days thereafter;
g. Any money judgment, writ or warrant of attachment,
or similar process in excess of Two Hundred Thousand Dollars
($200,000) in the aggregate shall be entered or filed against the
Company or any of its properties or other assets, and shall remain
unpaid, unvacated, unbonded or unstayed for a period of sixty (60)
days in or in any event later than five (5) days prior to the date
of any proposed sale thereunder; or
h. Bankruptcy, reorganization, insolvency or
liquidation proceedings or other proceedings for relief under any
bankruptcy law or any law for the relief of debtors shall be
instituted by or against the Company and, if instituted against the
Company, shall not be dismissed within one hundred twenty (120)
days after such institution or the Company shall by any action or
answer approve of, consent to, or acquiesce in any such proceedings
or admit the material allegations of, or default in answering a
petition filed in any such proceeding; or
i. The Company shall have its Common Stock suspended
or delisted from an exchange or over-the-counter market from
trading.
Then or at any time thereafter, and in each and every case,
unless such Event of Default shall have been waived in writing by
the Holder (which waiver shall not be deemed to be a waiver of any
subsequent default) at the option of the Holder and in the Holder's
sole discretion, the Holder may consider this Debenture immediately
due and payable, without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived, anything herein
or in any note or other instruments contained to the contrary
notwithstanding, and the Holder may immediately enforce any and all
of the Holder's rights and remedies provided herein or any other
rights or remedies afforded by law.
11. Nothing contained in this Debenture shall be construed as
conferring upon the Holder the fight to vote or to receive
dividends or to consent or receive notice as a shareholder in
respect of any meeting of shareholders or any rights whatsoever as
a shareholder of the Company, unless and to the extent converted in
accordance with the terms hereof
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by an officer thereunto duly authorized.
Dated: _____________________
VideoLan Technologies, Inc.
By:
(Print Name)
(Title)
ATTEST:
________________________
EXHIBIT "A"
NOTICE OF CONVERSION
(To be executed by the Registered Holder in order to Convert the
Debenture)
The undersigned hereby irrevocably elects to convert
$___________ of the principal amount of the above Debenture No.
______ into Shares of Common Stock of VideoLan Technologies, Inc.
(the "Company") according to the conditions hereof, as of the date
written above.
The undersigned represents that it is not a U.S. Person as
defined in Regulation S promulgated under the Securities Act of
1933 and is not converting the Debentures on behalf of any U.S.
Person.
Date of Conversion
Applicable Conversion Price
Signature
(Name)
Address:
