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): March 20, 1997
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 March 20, 1997 and March 24, 1997 two private
placements of equity securities. In the first offering, the Company raised
$1,122,495 through the private placement to accredited investors of 299,332
shares of common stock and 74,833 warrants (of which 68,167 are private warrants
exercisable at $6.00 per share and 6,666 were Redeemable Common Stock Purchase
Warrants). The second private placement raised $3,000,000 through the sale of
3,000 shares of Series A Convertible Preferred Stock to one accredited investor.
The Series B Convertible Preferred Stock will be convertible from time to time
into shares of common stock once the underlying shares are registered with the
U.S. Securities and Exchange Commission. The conversion price will be the lower
of $6.15 per share or 80% of the average bid prices for the five trading days
prior to the notices of conversion, with the percentage of conversion price
being adjustable in certain conditions. The Company expects to file registration
statements covering the underlying shares of common stock in both placements
prior to the end of April, 1997.
The first private placement affected the exercise price of the Company's
outstanding Redeemable Common Stock Purchase Warrants. The exercise price of the
Warrants has been changed so that the exercise price for one share of Common
Stock will be $5.85 per share through March 24, 1998, and $6.61 per share of
Common Stock thereafter through September 24, 2000, at which time the Warrants
will expire, and the number of shares of Common Stock upon the exercise of each
outstanding Warrant has increased to approximately 1.23 shares through May 24,
1998, and approximately 1.27 shares thereafter through September 24, 2000. The
exercise prices may be further affected depending upon the actual conversion
prices of the Series B Convertible Preferred Stock.
The above numbers do not include 13,633 warrants exercisable at $6.00 per
share which are issuable to CCCP Securities Ltd., which acted as sales agent in
connection with the first 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
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James E. Rottsolk
President and Chief Executive Officer
Date: March 28, 1997
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