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): December 11, 1996
TERA COMPUTER COMPANY
(Exact name of registrant as specified in its charter)
Washington 0-26820 93-0962605
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2815 Eastlake Avenue East
Seattle, Washington 98102-3027
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (206) 325-0800
None
(Former name or former address, if changed since last report)
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Item 5. Other Events
The Company concluded on July 11, 1996, a private placement of Units, each
Unit consisting of two shares of Series A Convertible Preferred Stock and
one Redeemable Common Stock Purchase Warrant, with H.J. Meyers & Co., Inc.
of Rochester, New York, acting as the Company's Sales Agent, in which the
Company raised a total of $8,024,000. The Series A Convertible Stock is
convertible into shares of Common Stock when a registration statement
covering the underlying shares of Common Stock is declared effective by the
Securities and Exchange Commission. The Redeemable Common Stock Purchase
Warrants are identical to the Redeemable Common Stock Purchase Warrants
(the "Warrants") traded on the Nasdaq Smallcap Market under the symbol
"TERAW," except that the newly issued Warrants are subject to resale
restrictions because of the private sale.
On December 11, 1996, the Securities and Exchange Commission declared
effective a registration statement covering the shares of Common Stock
underlying the shares of Series A Convertible Preferred Stock and the
Warrants and the Warrants themselves. As of such date, all shares of Series
A Convertible Preferred Stock were converted automatically into shares of
Common Stock on a one-for-one basis. The number of outstanding shares of
the Company's Common Stock increased from 3,948,094 shares to 6,308,094
shares, and all shares of Series A Convertible Preferred Stock were
cancelled.
The above numbers do not include 170,000 shares of Common Stock and
85,000 Warrants which are issuable to H.J. Meyers & Co., Inc. pursuant to a
Representative's Warrant issued in connection with the Company's initial
public offering in September 1995 or 236,000 shares of Common Stock and
118,000 Warrants also issuable to H.J. Meyers & Co., Inc. pursuant to a
Sales Agent's Warrant issued in connection with the private placement
described above.
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.
TERA COMPUTER COMPANY
By: JAMES E. ROTTSOLK
-----------------------------------------
James E. Rottsolk
President and Chief Executive Officer
Date: December 18, 1996
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