-----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, N+Eu+v8knGJC0iI0Un/JCuOlIN/QkW65BBOoHhSnlFM3e30a+6nlHQsn7xt579am WosN8iD/zwgHoq7SaE6W5Q== 0000912057-97-011285.txt : 19970401 0000912057-97-011285.hdr.sgml : 19970401 ACCESSION NUMBER: 0000912057-97-011285 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970325 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970331 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIA LOGIC INC CENTRAL INDEX KEY: 0000815185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 042772354 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09605 FILM NUMBER: 97570148 BUSINESS ADDRESS: STREET 1: 310 SOUTH ST STREET 2: P O BOX 2258 CITY: PLAINVILLE STATE: MA ZIP: 02762 BUSINESS PHONE: 5086952006 MAIL ADDRESS: STREET 1: 310 SOUTH ST STREET 2: P O BOX 2258 CITY: PLAINVILLE STATE: MA ZIP: 02762 8-K 1 8-K 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): March 25, 1997 -------------- Media Logic, Inc. ----------------- (Exact name of registrant as specified in its charter) Delaware 1-9605 04-2772354 -------- ------ ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 310 South Street ---------------- Plainville, MA 02194 -------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 695-2006 -------------- Exhibit Index on page 4. 1 ITEM 5. OTHER EVENTS. On March 25, 1997, the Registrant publicly disseminated a press release announcing that the Registrant had completed a financing in which the Registrant raised gross proceeds of $3,530,000. The information contained in the press release is incorporated herein by reference and filed as Exhibit 99.1 hereto. Previously, on March 13, 1997, the Registrant publicly disseminated a press release describing the terms of the proposed financing, an issuance of debentures convertible into shares of the Registrant's common stock. The information contained in the press release is incorporated herein by reference and filed as Exhibit 99.2 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 The Registrant's Press Release dated March 25, 1997. 99.2 The Registrant's Press Release dated March 13, 1997. 2 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. MEDIA LOGIC, INC. (Registrant) Date: March 31, 1997 /s/ Paul M. O'Brien ------------------- Paul M. O'Brien Vice President and Chief Financial Officer 3 EXHIBIT INDEX ------------- EXHIBIT SEQUENTIAL NUMBER DESCRIPTION PAGE NUMBER ------- ------------------------------------ ----------- 99.1 The Registrant's Press Release 5 dated March 25, 1997 99.2 The Registrant's Press Release 7 dated March 13, 1997
4 EX-99.1 2 EX-99.1 MEDIA LOGIC 310 South Street Plainville, MA 02762 Fax: 508/695-2006 Contact: Paul M. O'Brien Vice President & CFO 508/695-2006 Internet: Mladl@aol.com Home Page: http://www.ADLinc.com FOR RELEASE: Immediate MEDIA LOGIC COMPLETES FINANCING PLAINVILLE, MA -- March 25, 1997 -- Media Logic, Inc. (AMEX:TST), a developer and supplier of automated data tape libraries, announced today that it has completed its recently announced financing. Gross proceeds from the financing are $3,530,000.00. Media Logic has successfully designed and introduced a line of innovative Scaleable Library Architecture (SLA) automated tape library systems. These tape libraries, in 4MM, 8MM, or DLT models, provide an ideal solution for users requiring automated data backup or who have outgrown the limited capacity of their current autoloaders, stackers and small tape libraries. The SLA system provides the ability for the user to scale up to multi-terabyte storage capacities, add features, and increase throughput speed, as required. William E. Davis, president of Media Logic said, "This financing is evidence of the investors' confidence in the Company's innovative line of 8MM, 4MM and DLT automated tape libraries. The proceeds from the financing will aid the Company in enhancing its sales and marketing capabilities and in working to expand its penetration into the growing market for automated tape libraries." Davis added, (more) ML Financing Completed 2/2/2 "The Company expects to add features to its libraries and increase its product offerings as our research and development efforts continue." Advent International Corporation, Inc. acted as the Company's advisor in this placement. The Company wishes to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 with respect to statements that may be deemed to be forward-looking statements under the Act. Such forward-looking statements may include, but are not limited to, statements regarding development and sales of the Company's ADL product line. The Company cautions that numerous factors could cause actual results to differ materially from any forward-looking statements made by the Company. Founded in 1982, Media Logic, Inc. designs and manufactures tape-based data storage libraries targeted at the information management needs of small-to-mid-sized businesses. The Company also provides evaluation equipment for flexible computer disks and tape, and manufacturers and sells AccuCopy industrial disk drives, and head for strenuous environment and high reliability applications. # # # EX-99.2 3 EX-99.2 Exhibit 99.2 Contact: Paul M. O'Brien Vice President & CFO 508/695-2006 Internet: ADLinc@aol.com Home Page: http://www.ADLinc.com FOR RELEASE: Immediate MEDIA LOGIC PROPOSES TO ENTER INTO FINANCING ARRANGEMENT PLAINVILLE, MA -- March 13, 1997 -- Media Logic, Inc. (AMEX:TST), a developer and supplier of automated data tape libraries, announced today that it proposes to enter into a financing arrangement to provide the Company with gross proceeds of up to $4,000,000.00. Proceeds of the financing will be used to bring accounts payable current, establish an enhanced sales and marketing program for the Company's line of automated data libraries, continue research and development activities and for working capital. Pursuant to the financing, the Company will issue debentures which will be convertible into shares of the Company's common stock at a conversion price equal to the lower of (i) 120% of the average closing bid price of the Company's common stock as calculated over the five day trading period ending on the date of subscription or (ii) 80% of the average closing bid price of the Company's common stock as calculated over the five trading day period ending on the day prior to submission of each conversion notice. The Company pursued a wide range of financing alternatives and believes the proposed arrangement to be the best available. As disclosed in the Company's most recent public filings, the Company believes that it could be forced to seek protection and cease operations if financing is not obtained before March 31, 1997. (more) 7 FINANCING ARRANGEMENT 2/2/2 The Board of Directors of the Company, including the outside Directors, have reviewed and approved the terms of the proposed financing. The Company wishes to take advantage of the safe harbor' provisions of the Private Securities Litigation Reform Act of 1995 with respect to statements that may be deemed to be forward-looking statements under the Act. Such forward-looking statements may include, but are not limited to, statements regarding sales of the Company's ADL product line. The Company cautions that numerous factors could cause actual results to differ materially from any forward-looking statements made by the Company. Founded in 1982, Media Logic, Inc. designs and manufactures tape-based data storage libraries targeted at the information management needs of small-to mid-sized businesses. The Company also provides evaluation equipment for flexible computer disks and tape, and manufacturers and sells AccuCopy industrial disk drives and head for strenuous environment and high reliability applications. ### 8 -----END PRIVACY-ENHANCED MESSAGE-----