-----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, F4hCI59cUInFcQjKxNBpVeC6J2MBSw1TENemgmtwFeVfbo1WMalj1WtXdUkhhvlS cSpRR4lZE31I2E53SmL3Hw== 0001047469-97-009245.txt : 19980102 0001047469-97-009245.hdr.sgml : 19980102 ACCESSION NUMBER: 0001047469-97-009245 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19971105 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971231 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: SEC FILE NUMBER: 001-09605 FILM NUMBER: 97747375 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): November 5, 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 November 5, 1997,the Registrant publicly disseminated a press release announcing that the Registrant had completed a financing in which the Registrant raised gross proceeds of $750,000 (the "October Financing"). The information contained in the press release is incorporated herein by reference and filed as Exhibit 99.1 hereto. On December 30, 1997,the Registrant publicly disseminated a press release announcing that the Registrant had completed a financing in which the Registrant raised gross proceeds of $1,530,000 (the "December Financing"). The information contained in the press release is incorporated herein by reference and filed as Exhibit 99.2 hereto. On December 29, 1997, F.T.S. Worldwide Corporation ("F.T.S."), the holder of the Registrant's 7% Convertible Debentures Due October 29, 2000 purchased in the October Financing (the "October Debentures") and the Registrant signed Amendment No. 1 to Convertible Debentures Due October 29, 2000 ("October Amendment No. 1") in which F.T.S. and the Registrant agreed to set a fixed conversion price for the October Debentures of ninety cents ($0.90) per share of Common Stock until 30 days after the closing of the December Financing and thereafter to set a minimum conversion price of ninety cents ($0.90) per share of Common Stock. The Form of October Amendment No. 1 is incorporated herein by reference and filed as Exhibit 99.3 hereto. On December 29, 1997, all but one of the remaining holders (F.T.S., Beauchamp Finance, Ltd., Euro Factors International Inc. and Ramlu Trading Corp.) (the "March Holders") of the Registrant's 7% Convertible Subordinated Debentures Due March 24, 2000 (the "March Debentures") purchased in a financing which closed on March 24, 1997 (the "March Financing"), in which the Registrant raised gross proceeds of $3,530,000, and the Registrant signed Amendment No. 1 to Subscription Agreement ("March Amendment No. 1") in which the March Holders and the Registrant agreed to set a fixed conversion price for the March Debentures of ninety cents ($0.90) per share of Common Stock until 30 days after the closing of the December Financing and thereafter to set a minimum conversion price of ninety cents ($0.90) per share of Common Stock. The Form of March Amendment No. 1 is incorporated herein by reference and filed as Exhibit 99.4 hereto. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 The Registrant's Press Release dated November 5, 1997. 99.2 The Registrant's Press Release dated December 30, 1997. 99.3 Form of Amendment No. 1 to 7% Convertible Debentures Due October 29, 2000, dated December 29, 1997. 99.4 Form of Amendment No. 1 to Subscription Agreement dated March 24, 1997 among Media Logic, Inc. and the purchasers named on the signature pages thereto, dated December 29, 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: December 30, 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 November 5, 1997 99.2 The Registrant's Press Release 7 dated December 30, 1997 99.3 The Registrant's Form of Amendment No. 1 to 7% 9 Convertible Debentures Due October 29, 2000, dated December 29, 1997. 99.4 The Registrant's Form of Amendment No. 1 to 11 Subscription Agreement dated March 24, 1997 among Media Logic, Inc. and the purchasers named on the signature pages thereto, dated December 29, 1997. 4 EX-99.1 2 EX-99.1 EXHIBIT 99.1 MEDIALOGIC 310 South Street Plainville, MA 02762 Fax: 508/695/2005 Contact: Paul M.O'Brien Richard Adler/Arthur Dimond MediaLogic, Inc. Dimond Communciations Group (508)695-2006 (617) 424-8373 mladl@aol.com adimond@dimondgroup.com radler@dimondgroup.com MEDIALOGIC COMPLETES PRIVATE PLACEMENT PLAINVILLE, MA, November 5, 1997 - MediaLogic, Inc. (AMEX:TST), a leading developer of automated data library systems, today announced that it has completed a private placement of debt convertible into shares of the Company's common stock.. According to the Company's president, William E. Davis, Jr., the gross proceeds of the placement were $750,000 and will be used primarily for the production of DLT libraries to meet a growing backlog for this, the company's newest tape library system. Davis said: " Market response to our entire product line -- 4mm, 8mm, AIT, and DLT systems -- is strong. This investment is evidence of investors' confidence in our tape-based library products and in the future of our company." 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. 5 Founded in 1982, MediaLogic, Inc. develops and manufactures tape-based automated data libraries designed to meet corporate information management needs. The Company also provides evaluation equipment for computer disks and tape, and manufactures AccuCopy industrial disk drives for high reliability applications. For further information on MediaLogic and its products, visit the company's web site at http//www.ADLinc.com. 6 EX-99.2 3 EX-99.2 EXHIBIT 99.2 MEDIALOGIC 310 South Street Plainville, MA 02762 Fax: 508/695/2005 Contact: Paul M.O'Brien Richard Adler/Arthur Dimond MediaLogic, Inc. Dimond Communciations Group (508)695-2006 (617) 424-8373 mladl@aol.com adimond@dimondgroup.com MEDIALOGIC COMPLETES EQUITY FINANCING PLAINVILLE, MA, December 30, 1997 -- MediaLogic, Inc. (AMEX:TST), a leading developer of automated data library systems, today announced that it has completed a private placement of the Company's common stock. Gross proceeds from the placement were $1,530,000. William E. Davis, Jr., president of MediaLogic, said: "This equity investment is evidence of confidence in the Company's future. Proceeds will be used primarily to fund increased production of AIT and DLT tape libraries to meet a growing backlog." MediaLogic designs and sells innovative automated tape library systems. These tape libraries, in 4mm, 8mm, AIT and DLT models, provide an ideal solution for users requiring automated data backup or who have outgrown their current autoloaders, stackers or small tape libraries. MediaLogic libraries allow the user to configure a library to meet its current needs and to add features, scale up to multi-terabyte storage capacities, and increase throughput speed as requirements change. 7 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 tape library product line. The Company cautions that numerous factors could cause actual results to differ materially from any forward-looking statements made by the Company. The Company does not fully satisfy all of the American Stock Exchange guidelines for continued listing and there is no assurance listing will be continued. Founded in 1982, MediaLogic, Inc. develops and sells tape based automated library systems designed to meet corporate information management needs. The Company also manufactures evaluation equipment for computer disks and tape as well as industrial disk drives for high reliability applications. For further information on MediaLogic and its products, visit the company's web site at http//www.ADLinc.com. 8 EX-99.3 4 EX-99.3 EXHIBIT 99.3 AMENDMENT NO. 1 TO 7% CONVERTIBLE DEBENTURES DUE OCTOBER 29, 2000 This AMENDMENT No. 1 to 7% Convertible Debentures Due October 29, 2000 (the "Amendment") is made as of the 29th day of December, 1997, by and between MEDIA LOGIC, INC., a Massachusetts corporation (the "Company"), and FTS Worldwide Corporation (the "Holder"). WHEREAS, the Company and the Holder entered into a Securities Purchase Agreement (the "Agreement") on October 29,1997 for the purchase of $750,000 principal amount of 7% Convertible Subordinated Debentures Due October 29, 2000 (the "Debentures"), which Debentures are convertible into the common stock, $.01 par value per share (the "Common Stock"), of the Company; WHEREAS, the Company entered into Securities Purchase Agreements (the "Securities Purchase Agreements") with Imprimis SB L.P. and Wexford Spectrum Investors LLC (together, the "Buyers") dated December 22, 1997, for the purchase of an aggregate of 1,700,000 shares of Common Stock and warrants to purchase up to an aggregate of 2,000,000 shares of Common Stock; WHEREAS, as a closing condition under the Securities Purchase Agreements, there is required to be a minimum conversion price at which the Debentures may be converted into the Common Stock; WHEREAS, the Company and the Holder desire to amend certain provisions of the Debentures to reflect changes in the terms of the Debentures as agreed by them. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder agree as follows: 1. Section 4 of the Debentures is hereby amended as follows: Notwithstanding anything provided in Section 4 of the Debentures, from the date hereof until thirty (30) days after the Closing Date (as defined in the Securities Purchase Agreements), the Debentures will only be convertible into Common Stock at a price of ninety cents ($.90) per share of Common Stock and, thereafter, shall be convertible at the terms originally set forth in Section 4 of the Debentures, subject to a minimum conversion price of ninety cents ($.90) per share of Common Stock, 2. Except as modified by this Amendment, the Debentures and the Agreement shall remain in full force and effect. This Amendment may be executed in counterparts, each of which shall be deemed an original. A facsimile transmission of this Amendment shall be legal and binding on all parties hereto. 9 IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above written. MEDIA LOGIC, INC. By: /s/ William E. Davis, Jr. __________________________________ William E. Davis, Jr. Chief Executive Officer and President FTS WORLDWIDE CORPORATION By:_______________________________ 10 EX-99.4 5 EX-99.4 EXHIBIT 99.4 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT This AMENDMENT No. 1 to Subscription Agreement (the "Amendment") is made as of the 29th day of December, 1997, by and between MEDIA LOGIC, INC., a Massachusetts corporation (the "Company"), and the party whose name and address is set forth on the signature page hereof (the "Holder"). WHEREAS, the Company and the Holder entered into a subscription agreement (the "Agreement") dated March 24, 1997 for the purchase of 7% Convertible Subordinated Debentures Due March 24, 2000 (the "Debentures"), which Debentures are convertible into the common stock, $.01 par value per share (the "Common Stock"), of the Company; WHEREAS, the Company entered into Securities Purchase Agreements (the "Securities Purchase Agreements") with Imprimis SB L.P. and Wexford Spectrum Investors LLC (together, the "Buyers") dated December 22, 1997, for the purchase of an aggregate of 1,700,000 shares of Common Stock and warrants to purchase up to an aggregate of 2,000,000 shares of Common Stock; WHEREAS, as a closing condition under the Securities Purchase Agreements, there is required to be a minimum conversion price at which the Debentures may be converted into the Common Stock; WHEREAS, the Company and the Holder desire to amend the Agreement to reflect certain changes in the terms of the Agreement as agreed by them. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder agree as follows: 1. Section 9.1 of the Agreement is hereby amended as follows: Notwithstanding anything provided in Section 9.1 of the Agreement, from the date hereof until thirty (30) days after the Closing Date (as defined in the Securities Purchase Agreements), the Debentures will only be convertible into Common Stock at a price of ninety cents ($.90) per share of Common Stock and, thereafter, shall be convertible at the terms originally set forth in Section 9.1 of the Agreement, subject to a minimum conversion price of ninety cents ($.90) per share of Common Stock. 2. Except as modified by this Amendment, the Agreement shall remain in full force and effect. Pursuant to Section 16 of the Agreement, this Amendment shall become effective if the holder or holders of at least 50% of the principal amount of the Debentures outstanding on the date hereof agree hereto in writing. This Amendment may be executed in any number of counterparts, each of which shall constitute an original. Facsimile signatures are considered to be originals and shall have the same effect. 11 IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above written. MEDIA LOGIC, INC. By: /s/ William E. Davis, Jr. __________________________________ William E. Davis, Jr. Chief Executive Officer and President Name of Holder (Individual or Institution) _____________________________________ Name and Title of Individual representing Holder (if an institution) _____________________________________ Signature of Individual Holder or Individual Representing Holder _____________________________________ Address: _____________________________ _____________________________________ _____________________________________ Telephone: _______________________________________ Telefax: _______________________________________ AGGREGATE AMOUNT OF DEBENTURES HELD AS OF THE DATE HEREOF: _____________________________________ 12 -----END PRIVACY-ENHANCED MESSAGE-----