-----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, SKyw2ZWwhTn1XM+1GwrFajoKNROM+COxy4wJJfTMg8mZT4HDL4AkQ24R5aGbTo7b tk4ZcH4HtqBhoIfBcbKe1Q== 0000807397-99-000008.txt : 19990201 0000807397-99-000008.hdr.sgml : 19990201 ACCESSION NUMBER: 0000807397-99-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990129 ITEM INFORMATION: FILED AS OF DATE: 19990129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARK SOLUTIONS INC CENTRAL INDEX KEY: 0000807397 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 112864481 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-17118 FILM NUMBER: 99517099 BUSINESS ADDRESS: STREET 1: 1515 BROAD ST STREET 2: PARKWAY TECHNICAL CENTER CITY: BLOOMFIELD STATE: NJ ZIP: 07003 BUSINESS PHONE: 9738930500X119 MAIL ADDRESS: STREET 1: 1515 BROAD ST STREET 2: PARKWAY TECHNICAL CENTER CITY: BLOOMFIELD STATE: NJ ZIP: 07003 FORMER COMPANY: FORMER CONFORMED NAME: SHOWCASE COSMETICS INC DATE OF NAME CHANGE: 19920703 8-K 1 MARK SOLUTIONS, INC. 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) January 29, 1999 ---------------------- Mark Solutions, Inc. ----------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 0-17118 11-2864481 ------------- ------------- ------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) Parkway Technical Center 1515 Broad Street Bloomfield, New Jersey 07003 - ------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (973) 893-0500 ---------------------- - -------------------------------------------------------------------------------- Former Name and Address, if Changed Since Last Report INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events Effective January 29, 1999, Mark Solutions, Inc.,("Mark") completed an exchange offering (the "Exchange") pursuant to which the investors in the June 1998 Private Placement have exchanged the equity units purchased for $1,220,000 (which were subsequently deemed subject to rescission rights) for convertible Preferred Stock, which are not subject to rescission rights. Pursuant to the Exchange, the investors effectively exchanged 1,220,000 shares of Common Stock into 122,000 shares of convertible Preferred Stock. Each share of Preferred Stock is convertible into Common Stock at $10.00 per share divided by the lesser of (i) $1.00 or (ii) 75% of the average closing bid price during the preceding five trading days. As a result of the Exchange, the $1,220,000 of Temporary Equity included in Mark's Form 10-Q for the period ended September 30, 1998 will be classified as part of "Stockholders' Equity" for the quarter ended December 31, 1998. Also pursuant to the Exchange, investors effectively exchanged the $1,530,000 principal amount convertible debentures into convertible preferred stock. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized. Date: January 29, 1999 MARK SOLUTIONS, INC. By: /s/ Michael Nafash --------------------- Michael Nafash, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----