8-K 1 intercom8k-603.txt INTERCOM SYSTEMS, INC. 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 3, 2003 ------------ INTERCOM SYSTEMS, INC. ---------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Delaware 000-12854 11-2599441 ------------------------------- --------------- ------------------- (State or other jurisdiction of Commission File (I.R.S. Employer incorporation or organization) Number Identification No.) 111 Village Parkway, Building #2, Marietta, Georgia --------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (770) 951-0984 -------------- ================================================================================ Item 5. Other Events On June 3, 2003, the Registrant consummated a private placement ("Private Placement") of shares of its common stock, par value $0.0005 per share ("Common Stock"). In the Private Placement, the Registrant sold an aggregate of 6,000,000 shares of Common Stock at a per share price of $.01, receiving gross proceeds of $60,000.00. This offering was limited to accredited investors as defined in Section 2(15) of the Securities Act of 1933, as amended, and Rule 501 promulgated thereunder. After the Private Placement, there were 14,008,229 shares of Common Stock outstanding. The following officers, directors and principle shareholders of the Company (and/or their affiliates) purchased Common Stock in the Private Placement:
Percent of Number of Shares of Outstanding Common Stock Common Stock Beneficially Owned Number of Shares of Common Stock After the Prior to the Private Beneficially Owned After the Private Name Placement Private Placement Placement ----------------------------------------------------------------------------------------------------------- Robert H. Donehew 270,000 (1) 1,770,000 (2) 12.6% Ronald I. Heller 1,000,000 (3) 2,500,000 (3)(4) 17.8% Larry Kupferberg 500,000 (5) 800,000 (5) 5.7%
(1) Includes 200,000 shares of common stock owned by Donehew Fund Limited Partnership, a Wyoming limited partnership, of which Donehew Capital, LLC, a Wyoming limited liability company, is the general partner; Mr. Donehew is the manager of Donehew Capital, LLC. Also includes 70,000 shares of common stock issuable upon presently exercisable options held by Mr. Donehew. (2) Includes 1,700,000 shares of common stock owned by Donehew Fund Limited Partnership. Also includes 70,000 shares of common stock issuable upon presently exercisable options held by Mr. Donehew. (3) Includes 500,000 shares held by the Ronald I. Heller Revocable Trust dated 12/23/97, of which Mr. Heller and his wife are co- trustees, and 500,000 shares held by the Joyce L. Heller Revocable Trust dated 12/23/97, of which Mr. Heller and his wife are co-trustees. (4) Includes 1,500,000 shares held by the Heller Family Foundation, of which Mr. Heller is President. (5) Includes 500,000 shares of common stock held by the Rachel Beth Heller 1997 Trust dated 7/9/97, of which Mr. Kupferberg is the trustee. Additionally, Martin H. Meyerson I.R.A. purchased 500,000 shares of Common Stock in the Private Placement. Prior to the Private Placement, Martin H. Meyerson I.R.A. purchased 250,000 shares of Common Stock in a private transaction. Mr. Meyerson may now be deemed to beneficially own 5.4% of the Company's Common Stock. 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. INTERCOM SYSTEMS, INC. Dated: June 5, 2003 By: /s/ Robert H. Donehew ------------------------------------------------ Robert H. Donehew Vice President and Treasurer (Principal Accounting and Financial Officer)