8-K 1 0001.txt FORM 8-K ======================================== Securities and Exchange Commission Washington, D.C. 20549 ------------------------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 15, 2000 ORION ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 0-20837 (State or other jurisdiction of incorporation) (Commission File No.) 401 Wilshire Boulevard, Suite 1020 Santa Monica, California 90401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(310) 526-5000 ======================================== Item 5. Other Events On June 15, 2000, the Registrant consummated a private placement ("Private Placement") of its common stock, $.01 par value ("Common Stock"), pursuant to Rule 506 promulgated under the Securities Act of 1933, as amended ("Act"). In the Private Placement, the Registrant sold an aggregate of 212,157 shares of Common Stock at a per share price of $1.40, and received aggregate proceeds of $297,020.00. The Registrant acted as its own selling agent. Under the subscription agreements, the Registrant has granted "piggy-back" registration rights to each of the purchasers of the Common Stock. The purchasers may include all the shares purchased in the Private Placement on any registration statement filed by the Registrant, other than those filed in connection with Rule 145(a) transactions under the Act and Form S-8 registration statements, during the two years after the consummation of the sale of the Common Stock. The Registrant will pay all the costs of the registration statement. The Registrant will cause any registration statement including the Common Stock to remain effective for at least six months from the date that the purchaser is first given the opportunity to sell all of such securities or until the purchaser is able to sell the Common Stock pursuant to Rule 144. Item 7. Financial Statement and Exhibits (a) Set forth below is the balance sheet of the Registrant for the period ended June 15, 2000, to reflect the financial position of the Registrant as a result of the consummation of the Private Placement. BALANCE SHEET ASSETS June 15, 2000 (Unaudited) -------------- Cash $ 681,421 US Treasury bills 1,543,597 Other assets 29,628 Total Assets $2,254,646 ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses $ 36,452 Stockholders' equity: Convertible preferred stock, $.01 par value, 1,000,000 shares authorized; 1 110 shares issued and outstanding Common stock, $.01 par value 10,000,000 shares authorized; 1,102,157 shares issued and outstanding 11,021 Additional paid-in capital 2,203,043 Earnings accumulated during development stage 4,129 ------------ Total stockholders' equity 2,218,194 ------------ Total liabilities and stockholders' equity $ 2,254,646 ============ 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 hereunto duly authorized. ORION ACQUISITION CORP. II /s/ Dyana Williams Marlett ----------------------------- Name: Dyana Williams Marlett Title: Secretary Date: June 21, 2000