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): May 7, 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)
-1-
<PAGE>
Item 5. Other Events
New Financial Consulting Agreement; Warrant Purchase Price Recomputation.
On May 7, 1997, the Company's Board of Directors approved a Financial
Consulting Agreement, dated as of April 22, 1997, with H.J. Meyers & Co., Inc.,
the Company's underwriter in its initial public offering. Pursuant to that
Agreement, H.J. Meyers & Co., Inc., agreed to provide certain financial
consulting and advisory services and to cancel two warrants which it had
previously received from the Company, one for 170,000 shares of Common Stock and
85,000 Warrants for services in connection with the Company's initial public
offering, and a second warrant for 236,000 shares of Common Stock and 118,000
Warrants it received as Sales Agent for the Company's July 1996 Private
Placement. In return, H.J. Meyers & Co., Inc., received a new warrant covering
700,000 shares of the Company's Common Stock with an exercise price of $3.9375
per share of Common Stock. The issuance of this new warrant, coupled with the
cancellation of the 1996 Sales Agent's Warrant, which was used in calculating
the previous July, 1996 adjustment to the Purchase Price of the Company's
outstanding Redeemable Common Stock Purchase Warrants (the "Warrants"), has
resulted in a further recomputation of all the Purchase Prices per share of
Common Stock under those Warrants.
The Purchase Price for one share of Common Stock upon exercise of the
Warrants is now $5.73 through May 24, 1998 and will be $6.43 thereafter through
September 24, 2000, at which point the Warrants expire. Based upon these
adjustments, holders of the Warrants would currently be entitled to
approximately 1.2565 shares of Common Stock upon exercise of each Warrant
through May 24, 1998, and approximately 1.3064 shares of Common Stock thereafter
through September 24, 2000. These Purchase Prices may be further effected
depending upon actual conversion prices of the Company's previously issued and
outstanding Series B Convertible Preferred Stock.
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: /s/ James E. Rottsolk
------------------------------------
James E. Rottsolk
President and Chief Executive Officer
Date: May 20, 1997
-2-
