-----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, Mk8vkg+1x2Ynvq1/U4GhXTgpnw7RZvMBukfJsuWQUTyjle+OVdl1IMu3coKCAm4r DuJIJwZihVzNhy+MxQo2ag== 0001005477-07-000035.txt : 20070103 0001005477-07-000035.hdr.sgml : 20070101 20070103203519 ACCESSION NUMBER: 0001005477-07-000035 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061228 FILED AS OF DATE: 20070103 DATE AS OF CHANGE: 20070103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IRVINE SENSORS CORP/DE/ CENTRAL INDEX KEY: 0000357108 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330280334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1002 BUSINESS ADDRESS: STREET 1: 3001 REDHILL AVE CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145498211 MAIL ADDRESS: STREET 1: 3001 REDHILL AVE STREET 2: BLDG 3 STE 104 CITY: COSTA MESA STATE: CA ZIP: 92626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001071955 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08402 FILM NUMBER: 07506864 BUSINESS ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2034292200 MAIL ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 FORMER NAME: FORMER CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC/CT/ DATE OF NAME CHANGE: 19981118 4 1 edgar123.xml FORM 4 X0202 4 2006-12-28 1 0000357108 IRVINE SENSORS CORP/DE/ IRSN 0001071955 PEQUOT CAPITAL MANAGEMENT INC 500 NYALA FARM ROAD WESTPORT CT 06880 0 0 0 1 See Footnote 6 Series 1 Senior Subordinated Convertible Promissory Note 2.6 2006-12-28 4 J 0 0 D 2009-12-30 Common Stock 7445493 0 I Investment Adviser Series 2 Senior Subordinated Convertible Promissory Note 2.6 2006-12-28 4 J 0 0 D 2009-12-30 Common Stock 2554507 0 I Investment Adviser Common Stock Series 1 Warrants (Right-to-buy) 3.1 2006-12-28 4 J 0 0 D 2009-12-30 Common Stock 1002278 0 I Investment Adviser Common Stock Series 2 Warrants (Right-to-buy) 3.10 2006-12-28 4 J 0 0 D 2009-12-30 Common Stock 343876 0 I Investment Adviser The Series 1 Senior Secured Convertible Notes (the "Senior 1 Notes") bear interest at an annual rate of 3.5% payable quarterly, subject to potential reduction in accordance with the terms of the Series 1 Notes. The outstanding principal of the Series 1 Notes is payable in 24 equal monthly installments commencing December 30, 2007, which installments are payable in shares of the Issuer's Common Stock, par value $0.01 per share (the "Common Stock") if certain conditions are satisfied, or otherwise, in cash. At any time, at the option of the holder thereof, all or any portion of the outstanding principal and accrued but unpaid interest on the Series 1 Notes is convertible into shares of Common Stock at an initial conversion price of $2.60, which conversion price is subject to adjustment for stock splits, stock dividends and certain other distributions and equity sales. Pursuant to a Letter Agreement between the Issuer and Pequot Private Equity Fund III, L.P. and Pequot Offshore Private Equity Partners III, L.P. (collectively, "Pequot") entered into on December 28, 2006, Pequot has no right to appoint a director of the Issuer and may not acquire stock ownership at any time exceeding 9.9% of the Issuer's outstanding Common Stock. Pequot Capital Management, Inc. ("PCM") disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that PCM is, for purposes of Section 16 of the Exchange Act ("Section 16") or otherwise, the beneficial owner of such securities. Pursuant to an Assignment Agreement and Addendum between certain investors (the "Investors"), the Issuer and Pequot entered into on December 29, 2006, the Investors purchased the Series 1 Notes and the Series 2 Notes (as defined in Footnote 7 hereof) (collectively, the "Notes") from Pequot. As a result of the issuance by the Issuer on December 29, 2006 of certain warrants to the Investors (the "Investor Warrants"), the conversion price of the Notes was automatically reduced to $1.30 in accordance with the terms of the Notes. At such conversion price, the principal amount of the Notes is convertible into an aggregate of 7,692,308 shares of Common Stock in the hands of the Investors. As a result of the issuance of the Investor Warrants, the exercise price of the Pequot Warrants (as defined in Footnote 9 hereof) was automatically reduced to $1.30 in accordance with the terms of the Pequot Warrants and the number of shares issuable upon exercise of the Pequot Warrants was thereby automatically increased to an aggregate of 3,210,059 shares of Common Stock, subject to the limitations described in Footnote 2. Pursuant to a Settlement Agreement between the Issuer and Pequot entered into on December 29, 2006, Pequot agreed to exercise a portion of the Pequot Warrants to purchase 1,346,154 shares of Common Stock. PCM is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and has voting and investment power with respect to securities in its clients' accounts. The Series 2 Senior Secured Convertible Notes (the "Senior 2 Notes") bear interest at an annual rate of 3.5% payable quarterly, subject to potential reduction in accordance with the terms of the Series 2 Notes. The outstanding principal of the Series 2 Notes is payable in 24 equal monthly installments commencing December 30, 2007 or such later date as the holders of the Series 2 Notes may determine, which installments are payable in shares of the Issuer's Common Stock if certain conditions are satisfied, or otherwise, in cash. At any time, at the option of the holder thereof, all or any portion of the outstanding principal and accrued but unpaid interest on the Series 2 Notes is convertible into shares of Common Stock at an initial conversion price of $2.60, which conversion price is subject to adjustment for stock splits, stock dividends and certain other distributions and equity sales. The Series 1 Warrants are exercisable at any time on or prior to December 30, 2009 at an initial exercise price of $3.10 per share to purchase an aggregate of up to 1,002,278 shares of Common Stock, subject to adjustment for stock splits, stock dividends and certain other distributions and equity sales. Cashless exercise is permitted. As a result of the issuance of the Investor Warrants, the exercise price of the Pequot Warrants (as defined in Footnote 9 hereof) was automatically reduced to $1.30 in accordance with the terms of the Pequot Warrants and the number of shares issuable upon exercise of the Pequot Warrants was thereby automatically increased to an aggregate of 3,210,059 shares of Common Stock, subject to the limitations described in Footnote 2. The Series 2 Warrants (together with the Series 1 Warrants, the "Pequot Warrants") are exercisable at any time on or prior to December 30, 2009 at an initial exercise price of $3.10 per share to purchase an aggregate of up to 343,876 shares of Common Stock, subject to adjustment for stock splits, stock dividends and certain other distributions and equity sales. Cashless exercise is permitted. As a result of the issuance of the Investor Warrants, the exercise price of the Pequot Warrants was automatically reduced to $1.30 in accordance with the terms of the Pequot Warrants and the number of shares issuable upon exercise of the Pequot Warrants was thereby automatically increased to an aggregate of 3,210,059 shares of Common Stock, subject to the limitations described in Footnote 2. Aryeh Davis, GC & COO, Pequot Capital Management, Inc. 2007-01-03 -----END PRIVACY-ENHANCED MESSAGE-----