-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BMSxGoMmcfbppZfn8OvIjc++vCuJKQYOdWb4Y0qmga/PW93E7E6A3e8vJLdKfLN/ DgSwsylUtf07IGGIFSmbRg== 0000070415-95-000002.txt : 19950501 0000070415-95-000002.hdr.sgml : 19950501 ACCESSION NUMBER: 0000070415-95-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950207 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19950207 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PATENT DEVELOPMENT CORP CENTRAL INDEX KEY: 0000070415 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 131926739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07234 FILM NUMBER: 95506051 BUSINESS ADDRESS: STREET 1: 9 W 57TH ST STREET 2: SUITE 4170 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128268500 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported) January 24, 1995 NATIONAL PATENT DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-7234 13-1926739 (State or Other (Commission IRS Employer Jurisdiction of File Number) (Identification No.) Incorporation 9 West 57 Street, New York, New York 10019 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 826-8500 (Former Name or Former Address, if Changed Since Last Report Item 5. Other Events On January 24, 1995, National Patent Development Corporation ("National Patent") sold 1,666,667 shares of common stock of its subsidiary, GTS Duratek,Inc. ("Duratek") at a price of $3.00 per share to The Carlyle Group ("Carlyle") in connection with a $16 million financing by Duratek with Carlyle, a Washington, D.C. based private merchant bank. In addition, the Registrant granted Carlyle an option to purchase up to an additional 500,000 shares of Duratek common stock over the next year at $3.75 per share. Duratek received $16 million from Carlyle in exchange for 160,000 shares of newly issued 8% cumulative convertible preferred stock (convertible into 5,333,333 shares of Duratek common stock at $3.00 per share). Duratek granted Carlyle an option to purchase up to 1,250,000 shares of newly issued Duratek common stock from Duratek over the next four years. At present, the Registrant owns 3,665,972 shares of Duratek's common stock (approximately 42% of the currently outstanding shares of common stock). Assuming (i) Carlyle converted all of its cumulative convertible preferred stock into Duratek common stock and exercised its option to purchase additional shares of Duratek common stock from each of Duratek and National Patent and (ii) National Patent employees exercised their options to purchase shares of Duratek common stock , National Patent would own 2,668,222 shares of Duratek common stock (approximately 17% of the then outstanding common stock). In connection with the transaction, Carlyle will have the right, through its preferred stock, to elect a majority of Duratek's Board of Directors. Upon conversion of the preferred stock, Carlyle would own approximately 50% of Duratek's common stock if all of its options are exercised. Item 7. Financial Statement and Exhibits (a) None (b) None (c) Exhibits 4.1 Stock Purchase Agreement among Carlyle Partners II, L.P., Carlyle International Partners II, L.P., Carlyle International Partners III, L.P., C/s International Partners, Carlyle-GTSD Partners, L.P., Carlyle-GTSD Partners II, L.P. and GTS Duratek, Inc. and National Patent Development Corporation dated as of January 24, 1995. Incorporated herein by reference to Exhibit 4.2 of GTS Duratek, Inc.'s Form 8-K dated February 1, 1995. 4.2 Stockholders Agreement by and among GTS Duratek, Inc., Carlyle Partners II, L.P., Carlyle International Partners II, L.P., Carlyle International Partners III, L.P., C/S International Partners, Carlyle-GTSD Partners, L.P., Carlyle-GTSD Partners II, L.P. and National Patent Development Corporation dated as of January 24, 1995. Incorporated herein by reference to Exhibit 4.3 of GTS Duratek, Inc.'s Form 8-K dated February 1, 1995. 4.3 Registration Rights Agreement by and among GTS Duratek, inc., Carlyle Partners II, L.P., Carlyle International Partners II, L.P., Carlyle International Partners III, L.P., C/S International Partners, Carlyle-GTSD partners, L.P., Carlyle-GTSD Partners II, L.P. and National Patent Development Corporation dated as of January 24, 1995. Incorporated herein by reference to Exhibit 4.4 of GTS Duratek, Inc.'s Form 8-K dated February 1, 1995. 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. NATIONAL PATENT DEVELOPMENT CORPORATION BY: Lawrence M. Gordon Vice President and General Counsel Date: February 7, 1995 -----END PRIVACY-ENHANCED MESSAGE-----