-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KICkyZ7VgNoQYF51peE/9yYiaD8XoF7sDEIymilE4JvmxhGaFKXZfOZ0G/B80l1o bDi5h07VsfU8gKsvWKBuTw== 0000912057-01-530703.txt : 20010830 0000912057-01-530703.hdr.sgml : 20010830 ACCESSION NUMBER: 0000912057-01-530703 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010813 ITEM INFORMATION: Other events FILED AS OF DATE: 20010829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW CENTURY EQUITY HOLDINGS CORP CENTRAL INDEX KEY: 0001013706 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 742781950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28536 FILM NUMBER: 1726987 BUSINESS ADDRESS: STREET 1: 10101 REUNION PLACE, SUITE 450 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2103020444 MAIL ADDRESS: STREET 1: 7411 JOHN SMITH DRIVE STREET 2: STE 200 CITY: SAN ANTONIO STATE: TX ZIP: 78229 FORMER COMPANY: FORMER CONFORMED NAME: BILLING CONCEPTS CORP DATE OF NAME CHANGE: 19980814 FORMER COMPANY: FORMER CONFORMED NAME: BILLING INFORMATION CONCEPTS CORP DATE OF NAME CHANGE: 19960722 8-K 1 a2058277z8-k.txt 8-K - ------------------------------------------------------------------------------ UNITED STATES 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): August 13, 2001 New Century Equity Holdings Corp. --------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-28536 74-2781950 ---------------------------- ----------------- --------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 10101 Reunion Place, Suite 450, San Antonio, Texas 78216 ---------------------------------------------------- ------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (210) 302-0444 - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS On August 13, 2001, the Company and various other investors entered into a Series A Preferred Stock Purchase Agreement with Tanisys Technology, Inc. ("Tanisys") to purchase a total of 2,575,000 shares of Tanisys' Series A Preferred Stock for $1.00 per share (total gross proceeds of $2,575,000). Each share of the Series A Preferred Stock is initially convertible into 33.334 shares of Tanisys' common stock. The Company purchased 1,000,000 shares of Tanisys' Series A Preferred Stock for total consideration of $1,000,000. Through the 1,000,000 shares of Series A Preferred Stock, the Company owns approximately 30% of the voting securities of Tanisys. In connection with the Purchase Agreement, Tanisys will make payments to the holders of the Series A Preferred Stock, to the extent its cash flow meets certain levels, until the holders have received the amount of their investment in the Series A Preferred Stock. At the sole option of the Company, these payments may be converted into additional shares of Series A Preferred Stock, in lieu of cash, to be delivered to the holders of the Series A Preferred Stock. Tanisys has granted a security interest in all of its assets to secure its obligation to make these payments, and has agreed to issue additional shares of Series A Preferred Stock, equal to 50% of the then fully diluted common stock, to the holders of the Series A Preferred Stock if Tanisys fails to return the amount of their investment, plus cumulative dividends at the rate of 15% annually, by July 15, 2003. At the sole option of the Company, dividend payments may be converted into additional shares of Series A Preferred Stock, in lieu of cash, to be delivered to the holders of Series A Preferred Stock. Tanisys also agreed to issue, at up to six different times, additional shares of Series A Preferred Stock to the holders of the Series A Preferred Stock equal to 25% of the then fully diluted common stock if Tanisys fails to meet any of certain financial requirements for six periods of time, beginning with the quarters ended September 30, 2001 and December 31, 2001, and then for the four six-month periods ending June 30, 2002, December 31, 2002, June 30, 2003 and December 31, 2003. Each failure to meet any one of the several financial requirements in any of the six periods will result in Tanisys being required to issue additional shares of Series A Preferred Stock, for no additional consideration, to the holders of the Series A Preferred Stock. Mr. Parris H. Holmes, Jr., Chairman of the Board of Directors and CEO of the Company, is also the Chairman of the Board of Directors of Tanisys. Additionally, and in conjunction with the transaction noted above, the Company appointed two additional directors to the Board of Directors of Tanisys. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this current report to be signed on its behalf by the undersigned hereunto duly authorized. NEW CENTURY EQUITY HOLDINGS CORP. Date: August 28, 2001 By: /s/ DAVID P. TUSA --------------------------------- Name: David P. Tusa Title: Senior Vice President, Chief Financial Officer and Corporate Secretary 3 -----END PRIVACY-ENHANCED MESSAGE-----