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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 20, 1996
STRUTHERS INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-2707 73074655
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(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1875 Century Park East, Suite 200, Los Angeles, CA 90067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 557-1875
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The following amends and supplements that Form 8-K dated January 21, 1997 of
the Registrant.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On November 20, 1996, Struthers Industries, Inc. (the "Company") issued
and sold $2,500,000 of its 4% Convertible Debentures due January 1, 1999 (the
"Debentures"), to "accredited investors", as that term is defined in Rule 501(a)
under the Securities Act of 1933, as amended (the "Act"), in a transaction
exempt from registration pursuant to Regulation S promulgated under the Act. The
conversion rights and other terms of the Debentures are set forth below under
the caption "Description of 4% Convertible Debentures."
A fee of $200,000 will be paid by the Company to J. P. Carey
Enterprises, Inc. for providing investment banking and consulting services in
connection with the sale of the Debentures.
DESCRIPTION OF 4% CONVERTIBLE DEBENTURES.
The following description is a summary of the rights and limitations of
the Debentures:
1. Debentures. The Debentures are issuable in denominations of at least Ten
Thousand Dollars ($10,000, U.S.). The Debentures are exchangeable for an equal
aggregate principal amount of Debentures of different authorized denominations,
as requested by the holders surrendering the same, but shall not be issuable in
denominations less than integral multiples of Ten Thousand Dollars ($10,000,
U.S.). No service charge will be made for such registration of transfer or
exchange.
2. Withholding. The Company shall be entitled to withhold from all payments of
principal of, and interest on, the Debentures 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. The holder shall pay any
other taxes, charges, or levies in connection with the issuance or transfer
thereof.
3. Transfer. The Debentures have been issued subject to investment
representations of the original purchaser and may be transferred or exchanged
only in compliance with the Securities Act of 1933, as amended (the "Act"),
including Regulation S promulgated under the Act. Prior to due presentment to
the Company for transfer of the Debentures, the Company and any agent of the
Company may treat the person in whose name the Debenture is duly registered on
the Company's Debenture Register as the owner thereof for the purpose of
receiving payment as provided in the Debenture and for all other purposes,
whether or not the Debenture be overdue, and neither the Company nor any such
agent shall be affected by notice to the contrary.
4. Conversion. The record holders of the Debentures shall have conversion rights
as follows (the "Conversion Rights"):
(a) Right to Convert. The record holder of a Debenture shall be
entitled, at the option of the holder, to convert any or all of the aggregate
principal amount of Debentures held by such
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holder, at any time beginning sixty (60) days after the date of issuance of the
Debenture, at the office of the Company or any transfer agent for the
Debentures, into that number of fully-paid and non-assessable shares of common
stock of the Company ("Common Stock") calculated in accordance with the
following formula:
Number of shares to be issued upon conversion = (Principal + Interest) x
Conversion Price, where
- Principal = The principal amount of the Debenture(s) to be converted,
- Interest = Principal x (N/365) x .04, where N = the number of days between
(i) the date of issuance of this Debenture, and (ii) the date of conversion of
this Debenture, and
- Discount Rate =
.80 if conversion is being effected during the period beginning sixty
(60) days and ending eighty-nine (89) days from the date of issuance of this
Debenture;
.785 if conversion is being effected during the period beginning ninety
(90) days and ending one hundred nineteen (119) days from the date of issuance
of this Debenture;
.77 if conversion is being effected during the period beginning one
hundred twenty (120) days and ending one hundred forty-nine (149) days from the
date of issuance of this Debenture;
.755 if conversion is being effected during the period beginning one
hundred fifty (150) days and ending one hundred seventy-nine (179) days from the
date of issuance of this Debenture; and
.74 if conversion is being effected on or after one hundred eighty
(180) days from the date of issuance of this Debenture.
- Conversion Price = the lesser of (x) the average Closing Bid Price, as that
term is defined below, of the Company's Common Stock for the five (5) trading
days immediately preceding the date of issuance of the Debenture, or (y) the
average Closing Bid Price, as that term is defined below, of the Company's
Common Stock for the five (5) trading days immediately preceding the Date of
Conversion, as defined below. The term "Closing Bid Price" shall mean the
closing bid price of the Company's Common Stock as reported by NASDAQ (or, if
not reported by NASDAQ, as reported by such other exchange or market where
traded).
(c) Adjustment to Conversion Price.
(i) If, prior to the conversion of all of the Debentures, the
number of outstanding shares of Common Stock is increased by a stock split,
stock dividend, or other similar event, the Fixed Conversion Price shall be
proportionately reduced, or if the number of outstanding shares of Common Stock
is decreased by a combination or reclassification of shares, or other similar
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event, the Fixed Conversion Price shall be proportionately increased.
(ii) If, prior to the conversion of all of the Debentures at a
time when conversion would be at the Floating Conversion Price, there is a stock
split, stock dividend or other similar event which occurs during the five-day
period utilized to compute the Conversion Price, then the Closing Bid Price used
to compute the Conversion Price shall be appropriately adjusted to reflect, as
deemed equitable and appropriate by the Company, such stock split, stock
dividend or other similar event.
(iii) If, prior to the conversion of all Debentures, there
shall be any merger, consolidation, exchange of shares, recapitalization,
reorganization, or other similar event, as a result of which shares of Common
Stock of the Company shall be changed into the same or a different number of
shares of the same or another class or classes of stock or securities of the
Company or another entity, then the holders of Debentures shall thereafter have
the right to purchase and receive upon conversion of Debentures, upon the basis
and upon the terms and conditions specified herein and in lieu of the shares of
Common Stock immediately theretofore issuable upon conversion, such shares of
stock and/or securities as may be issued or payable with respect to or in
exchange for the number of shares of Common Stock immediately theretofore
purchasable and receivable upon the conversion of Debentures held by such
holders had such merger, consolidation, exchange of shares, recapitalization or
reorganization not taken place, and in any such case appropriate provisions
shall be made with respect to the rights and interests of the holders of the
Debentures to the end that the provisions hereof (including, without limitation,
provisions for adjustment of the Fixed Conversion Price and of the number of
shares issuable upon conversion of the Debentures) shall thereafter be
applicable, as nearly as may be practicable in relation to any shares of stock
or securities thereafter deliverable upon the exercise hereof. The Company shall
not effect any transaction described hereunder unless the resulting successor or
acquiring entity (if not the Company) assumes by written instrument the
obligation to deliver to the holders of the Debentures such shares of stock
and/or securities as, in accordance with the foregoing provisions, the holders
of the Debentures may be entitled to purchase.
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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 thereunto duly authorized.
STRUTHERS INDUSTRIES, INC.
By: /s/ Richard Wade
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Richard Wade, Vice President
Dated: February 28, 1997
