-----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, NDk88qzL5+5hiZwCctPjj4lXpSiZ9HEMDxYcloO5ah+PfUlP/FVWPi6gLfjXhL23 z7GyE9WmCih3m5GDSRH3Cg== 0001005477-97-001573.txt : 19970529 0001005477-97-001573.hdr.sgml : 19970529 ACCESSION NUMBER: 0001005477-97-001573 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970320 ITEM INFORMATION: Other events FILED AS OF DATE: 19970528 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION MANAGEMENT TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000824578 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 581722085 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16753 FILM NUMBER: 97614768 BUSINESS ADDRESS: STREET 1: 130 CEDAR ST 4TH FLR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2123066100 MAIL ADDRESS: STREET 1: 130 CEDAR STREET CITY: NEW YORK STATE: NY ZIP: 10006 8-K 1 FORM 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported) March 20, 1997 INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) DELAWARE - -------------------------------------------------------------------------------- (State of other jurisdiction of incorporation) 0-16753 58-1722085 - ------------------------------- ----------------------------------- Commission File No. I.R.S. Employer Identification 130 Cedar Street, New York, NY 10006 - ------------------------------- ----------------------------------- Address of principal Zip Code executive offices (212) 306-6100 - ------------------------------- Registrant's telephone number, including area code 5. OTHER EVENTS The Registrant (the "Company"), on March 20, 1997, completed a minimum of a Private Placement Offering pursuant to Regulation "D", wherein the Company sold a minimum of $900,000 of 12% Secured Convertible Promissory Notes to three subscribers. The balance of the Offering comprises an additional $200,000 of 12% Secured Convertible Promissory Notes, and the Offering will remain open until April 30, 1997. The 12% Secured Convertible promissory Notes are convertible into shares of Common Stock of the Company at the five day closing market average for a period of two years from the date of the issuance of the Notes. The Notes are automatically converted at the end of the term if holders have not exercised their right to convert prior to the expiration date of the Notes. The 12% interest is payable by the Company quarterly in cash or in shares of Common Stock, at the option of the Company, based upon the five day closing market average price of the Company's common Stock. The Company agreed to provide cost-free registration rights and piggyback registration rights to subscribers who purchased the Notes with respect to the underlying shares of Common Stock that would be converted pursuant to the Promissory Notes. The security pledged by the Company as collateral for the Promissory Notes are 500,000 shares of the Restricted Common Stock owned by the Company in INSCI Corp., a former majority-owned subsidiary corporation. The Company has the right to pre-pay the Notes and interest at any time during the term of said Notes. Additionally, Noteholders have also been granted one warrant for each $1.00 of Promissory Note or a minimum of 900,000 shares of Common Stock Purchase Warrants exercisable at $1.00 per share for a period of five years from the closing date. Noteholders receive cost-free registration rights with respect to the underlying shares for the Common Stock Purchase Warrants. The Company agreed to pay to Amerivet Dymally, Inc., a licensed broker/dealer, $90,000 in commissions as a result of Amerivet Dymally, Inc. selling $900,000 of Secured Promissory Notes in the Offering. EXHIBITS 1. Copy of the Private Placement Term Sheet 2. Copy of the 12% Secured promissory Notes 3. Copy of the Common Stock Purchase Warrants 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 undresigned hereunto duly authorized. Dated: New York, New York April , 1997 INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION --------------------------------------- (Registrant) /s/ JOSEPH GITTO --------------------------------------- JOSEPH GITTO President and CFO EX-99.1 2 THE OFFERING THE OFFERING The Company: IMTECH, through its Information and Facilities Management services ("IFM") division, provides IFM services primarily to financial and other service industries which are characterized by substantial information processing, communications and document administration requirements. IFM services provided by the IFM Services division include traditional duplication, offset printing, laser processing, electronic publishing, media conversion, text formatting, graphic digitization, and other document and information management services, including litigation support services, mail-room facsimile, and records management. Under its IFM contracts, this division generally provides IFM services on site at the customer's facility, although under several of its IFM contracts many or all of IMTECH's IFM services are performed at IMTECH's regional service centers. This division also provides many facility management services for many clients with whom IMTECH has no formal facilities management arrangement. Securities Being Offered The offering consists of a minimum of $1,000,000 ("Minimum Offering") of Convertible Secured Promissory Notes (the "Notes") and a maximum of $1,100,000 ("Maximum Offering") of Notes and related Warrants (the "Warrants"). Upon receipt and acceptance of subscription proceeds pursuant to this offering, the Company will execute and deliver to each investor a Note in the form attached hereto as Exhibit A. The Notes shall be secured by 500,000 restricted shares of INSCI Corp. Common Stock owned by the Company (the "Pledged Stock" or "Collateral"). In the event IMTECH's Class "A" Common Stock becomes delisted for a period of sixty (60) consecutive trading days, or the Company fails to meet its interest obligation to subscribers, or if the Company becomes insolvent, the subscribers will have the right to liquidate a pro-rated portion of the Collateral to repay all principal and accrued interest on all Notes outstanding. The Pledged Stock will be held in accordance with the applicable sections of the New York Uniform Commercial Code, pursuant to a Pledge Agreement in the form attached hereto as Exhibit B. The Company will have the right to receive the return and use of up to 100,000 shares of the Pledged Stock in the event the Company requires the use of the aforementioned portion of the Pledged Stock to obtain a bank credit line or to enter into a lease/purchase agreement. The Notes will earn annual interest of 12% per annum, which at the option of the Company may be paid in cash or the cash equivalent in the form of the Company's restricted Class "A" Common Stock. The Company reserves the right to repay any portion of the unconverted Notes and to redeem any unexercised Warrants at any time. For each $1.00 in value of Notes subscribed to, subscribers will receive one (1) Warrant. Additionally, Notes and Warrants are convertible into shares of the Company's Class "A" Common Stock valued at a 40% discount to the 5 day average closing price prior to conversion. A subscriber may only convert up to 10% of Note and Warrant holdings in any given month during the term of the Note (See "Lock-Up Period"). Conversion rights are cumulative. No conversions of Notes or Warrants can be made by subscribers prior to an effective registration by the Company of all shares of Class "A" Common Stock into which Notes and Warrants are convertible (the "Registrable Securities"). The Company has agreed to use its best efforts to prepare and file a registration statement within 180 days from the completion of the placement. The Company will provide subscribers cost free registration for all Registrable Securities. Warrants convertible into Registrable Securities shall be in the form attached hereto as Exhibit C, and shall be for a period of three (3) years from the effective date of the registration statement for the Registrable Securities. Warrants are redeemable at any 1 time by the Company at $0.40 per Warrant. Upon an effective registration for the Registrable Securities, subscribers may convert Warrants at a 40% discount to the 5 day average closing price of the Company's Class "A" Common Stock prior to conversion, subject to the restrictions stated herein. The Company reserves the right at any time to repay the entire unconverted portion of the Notes without any penalty. At the end of three (3) years from the effective registration of the Registrable Securities, there shall be a mandatory conversion of Notes at the foregoing conversion price by the Company. Any unredeemed and unexercised Warrants at the end of such three (3) year period shall expire unless extended by the Company. Terms of the Offering: The offering is being made pursuant to the exemption from registration provided by Regulation D promulgated under the Securities Act of 1933, as amended ("Regulation D"). All purchasers of the Notes must be "accredited investors" as defined in Rule 501 of Regulation D. The minimum subscription is $25,000 (subject to the Company's right to accept smaller subscriptions). The offering period will begin as of the date hereof and will terminate on March 31, 1997 (the "Termination Date"). After the minimum of $1,000,000 of Notes are sold (the "Initial Closing"), an interim closing or closings may be held and the offering will continue until the earlier of the Termination Date or the sale of all the Notes offered hereby "Final Completion of Closing", with one or more closings after the Initial Closing. The date of the Initial Closing is referred to as the "Initial Closing Date" and the dates of subsequent closings are referred to as the "Subsequent Closing Dates." All subscription payments with respect to the Minimum Offering will be held by the Company's counsel, pending acceptance of subscriptions and receipt of collected funds for at least $1,000,000 of the Notes. Collateral: The Notes offered in this placement will be secured by 500,000 shares of restricted INSCI Corp. Common Stock (the "Pledged Stock"). The Pledged Stock will be held pursuant to the terms of a Pledge Agreement annexed hereto as Exhibit B. The Pledged Stock held pursuant to the Pledge Agreement will be subject to the Company having the right to receive the return of up to 100,000 shares of the Pledged Stock in the event the Company requires the aforementioned portion of the Pledged Stock to obtain a bank credit line, or to enter into a lease/purchase agreement. In the event that the Company's Class "A" Common Stock becomes delisted from the National Association of Security Dealers Automated Quotation (Small Cap) System ("NASDAQ (sm)") for a period of sixty ("60") consecutive trading days, prior to the conversion of the Notes offered hereby, or if the Company fails to meet its interest obligation to Note holders or if the Company becomes insolvent, then in that event, subscribers will have the right to declare the notes in default and if payment is not made by the Company, the Pledged Stock will be liquidated in accordance with the terms of the Pledge Agreement. Terms of the Class "A" Common Stock: As of February 21, 1997, there were 5, 579,302 shares of Class "A" Common Stock outstanding and approximately 2,500 record holders of the Class "A" Common Stock. The holders of Class "A" Common Stock have no preemptive rights, redemption, sinking fund or conversion privileges. Each share is entitled to equal rights in the assets of the Company upon liquidation subject to the prior rights of creditors. The holders of Class "A" Common Stock are entitled to dividends when and if declared by the Company's Board of Directors. All of the outstanding shares of Class "A" Common Stock are, and the shares of Class "A" Common Stock to be issued upon exercise of the Notes and Warrants will, upon issuance, be fully paid and non-assessable and not subject to liability for future calls or assessment or-for liabilities of the Company or its stockholders. There are no cumulative voting rights with respect to Class "A" Common Stock. 2 Lock-Up Period: A subscriber may only convert up to 10% of Note and Warrant holdings in any given month on a cumulative basis, so that 100% of the Notes and Warrants may be converted in the tenth month. No conversions of Notes and Warrants can be made by a subscriber prior to an effective registration for all Registrable Securities (See Registration Rights). After an effective registration, conversion privileges will commence. Conversion rights will be cumulative. Registration Rights: The Company will provide subscribers cost free registration rights for all Registrable Securities. The Company has agreed to use its best efforts to prepare and file a registration statement with the Securities and Exchange Commission within 180 days from the completion of the Placement. Subscription Agreement: Subscription for the Notes and Warrants must be made pursuant to a Subscription Agreement (the "Subscription Agreement") containing, among other provisions, representations and warranties by the investor and the Company, restrictions on transferability and conversion of these securities, the registration rights referred to above, and indemnification relating to breaches of representations and warranties. Outstanding IMTECH Common Stock and Warrants: Total Shares of Outstanding Common Stock Prior to the Offering.......5,579,302 Total Shares of Outstanding Common Stock After the Offering..........9,245,968(1) Total Warrants Outstanding Prior to the Offering......................3,287,553 Total Warrants Outstanding After the Offering......................6,954,219(2) Selling Commissions: IMTECH will offer the Notes on a "minimum, maximum" basis. The Notes will be offered through the efforts of the Company's executive officers in those jurisdictions where sales by an officer or a director of the issuer are permitted by law. IMTECH also reserves the right to pay selling commissions to qualified licensed broker-dealers who are members in good standing of the National Association of Securities Dealers, Inc. ("NASD") and who are qualified and eligible to accept such commissions within the state or other jurisdiction in which securities are sold and/or such commission is paid. Commissions of not more than 10% will be paid upon closing, an additional 2% upon conversion of Notes to Class "A" Common Stock and further 10% commission upon the exercise of Warrants. In the event the Company elects to redeem all or any portion of outstanding Warrants the 10% commission payable to a licensed broker dealer upon exercise of Warrants by subscribers will expire pro ratably. The Company in turn will pay up to $100,000, or a pro rata portion thereof, depending upon the percentage of warrants redeemed by the Company to a licensed broker dealer. Use of Proceeds: Upon completion of this offering the Company will use the net proceeds after deducting expenses payable by the Company including legal fees, Blue Sky fees, for general working capital purposes and the purchase of equipment. - ---------- (1) Assumes a maximum offering of $1,100,000 Notes and 1,100,000 Warrants issued and full conversion of all Notes and Warrants at a 40% discount to an assumed $1.00 average closing price for the Company's Class "A" Common Stock. (2) Assumes a maximum offering of $1,100,000 Notes and conversion of 1,100,000 Warrants. 3 EX-99.2 3 PROMISSORY NOTE Exhibit A NON-NEGOTIABLE 12% CONVERTIBLE SECURED PROMISSORY NOTE New York, New York February , 1997 FOR VALUE RECEIVED, the undersigned, INFORMATION MANAGEMENT TECHNOLOGIES CORP. ("MAKER") hereby promises to pay to the order of ______________________ ("HOLDER"), the principal sum of _____________________ with interest thereon at 12% (twelve percent) per annum, payable annually in cash or in the cash equivalent of shares of restricted Class "A" Common Stock of MAKER. in This Note is part of a private placement of Notes of like tenor in an aggregate principal amount of not less than $1,000,000 and not more than $1,100,000 (the "Notes"), 500,000 shares of restricted Common Stock in INSCI, Corp. have been pledged by MAKER pursuant to a Pledge Agreement to secure payment of the principal of and interest on the Notes. 1. Payment of principal is to be made at such address as to which HOLDER shall notify MAKER in writing, prior to maturity, in lawful money of the United States. 2. If, under any bankruptcy or insolvency law or other law for the reorganization arrangement, composition or similar relief or aid of debtors or creditors: (a) MAKER is adjudicated a bankrupt, or takes or seeks to take or to have taken, or consents to the taking of, any action with respect to MAKER or a substantial part of MAKER's property or affairs, or (b) a Court or other governmental authority of competent jurisdiction (i) approves a petition seeking any such relief or aid with respect to MAKER, (ii) appoints a trustee, receiver, or liquidator of MAKER or of substantially all of MAKER's property or affairs, or (iii) assumes custody or control of substantially all of the property or affairs of MAKER; and, in any such case, such approval or appointment is not vacated, or the custody or control is not terminated, within sixty (60) days or stayed on appeal, then, at the option of the HOLDER, the HOLDER may declare the unpaid balance of the principal and accrued interest, if any, if not then due and payable to be due and payable. 3. In the event the Class "A" Common Stock of Maker becomes delisted for a period of sixty (60) consecutive trading days from the National Association of Security Dealers Automated Quotation (Small Cap) System (NASDAQ) then, at the option of HOLDER, HOLDER may declare the unpaid balance of the principal and accrued interest, if any, if not then due and payable to be due and payable. 4. The Notes and the rights of HOLDER and obligations of the MAKER hereunder are subject to the provisions of the Private Placement Term Sheet and Subscription Agreement by and between HOLDER and MAKER dated February 27, 1997 and the Pledge Agreement annexed thereto as Exhibit B. 5. MAKER shall have the right of prepayment without penalty as long as all interest is paid up to the date of said prepayment. 6. In the event of any default, which shall remain uncured for a period of ten (10) days, HOLDER thereof shall have the right upon ten (10) days written notice to accelerate payment of all principal and interest and be entitled to receive reasonable attorneys' fees in the event an attorney is required to collect the amount due. 7. The Notes have been approved and authorized by a unanimous resolution of the Board of Directors of Maker. 8. Notice shall be deemed to be given to MAKER when actually received by MAKER or, if earlier, on the 5th business day after such notice is sent by registered or certified mail, postage prepaid and addressed to MAKER at: Information Management Technologies Corporation, 130 Cedar Street, New York, NY 10006. INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION By: -------------------------------- EX-99.3 4 WARRANT WARRANT EXHIBIT C NON-TRANSFERRABLE COMMON STOCK PURCHASE WARRANT CERTIFICATE FOR PURCHASE OF SHARES OF CLASS "A" COMMON STOCK OF INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION THIS WARRANT AND ANY SHARES OF CLASS "A" COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE "ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (2) RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. VOID AFTER THE EXPIRATION DATE REFERRED TO HEREIN FOR VALUE RECEIVED, this certifies that ____________________ or registered assignee (the "Registered Holder"), is the owner of the number of Class "A" Common Stock Purchase Warrants ("Warrants") specified above. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Certificate and the Subscription Agreement (as hereinafter defined), one (1) fully paid and non-assessable share of Common Stock, $.04 par value ("Common Stock"), of Information Management Technologies Corporation, a Delaware corporation (the "Company"), at any time after a registration of the shares of Common Stock into which this Warrant is exercisable (the "Warrant Shares") is declared effective and prior to the Expiration Date (as hereinafter defined), upon the presentation and surrender of this Warrant Certificate with the Subscription Form duly executed, at the corporate office of the Company at 130 Cedar Street, New York, New York, accompanied by payment as follows: The exercise price per share will be equal to forty percent (40%) of the five (5) day average closing price prior to exercise, and will be payable in lawful money of the United States of America, in cash or by official bank or certified check, made payable to Information Management Technologies Corporation. This Warrant Certificate, and each Warrant represented hereby, are issued pursuant to and are subject, in all respects, to the terms and conditions set forth in the Private Placement Term Sheet and Exhibits dated February 27, 1997 (the "Offering Document"). The Warrant Holder acknowledges that, in the event any term or condition of the within Warrant is not consistent with Offering Documents, then in that event, the Offering Documents will be governing. Each Warrant represented hereby is exercisable at the option of the Registered Holder or assignee subject to the following terms and conditions. No fractional shares of Common Stock will be issued upon exercise. No Warrant can be exercised by a Registered Holder prior to an effective registration of the Warrant Shares. Upon an effective registration of the Warrant Shares, a Registered Holder may exercise his Warrants into 10% of the Warrant Shares subject thereto in any given month on a cumulative basis so that 100% of the Warrants may be exercised in the tenth month. In the case of the exercise of less than all the Warrants represented hereby, the Company shall cancel this Warrant Certificate upon the surrender hereof, and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance of such Warrants. Each Warrant represented hereby is redeemable by the Company at any time at $0.40 per Warrant without penalty to the Company. The term "Expiration Date" shall mean 5:00 P.M. (Eastern Standard Time) three (3) years from the effective date for a registration for the Warrant Shares. If such date shall, in the State of New York, be a holiday or a day on which the banks are authorized to close, then 1 the Expiration Date shall mean 5:00 P.M. (Eastern Standard Time) the next following day which, in the State of New York, is not a holiday or a day on which banks are authorized to close. The Company may, at its election, extend the Expiration Date. This Warrant Certificate is exchangeable upon the surrender hereof by the Registered Holder at the corporate office of the Company for a new Warrant Certificate or Warrant Certificates of like tenor representing an equal aggregate number of Warrants, each of such new Warrant Certificate to represent such number of Warrants as shall be designated by such Registered Holder at the time of such surrender. Upon due presentment with any tax or other governmental charge imposed in connection therewith, for registration of transfer of this Warrant Certificate at such office, a new Warrant Certificate or Warrant Certificates, representing an equal aggregate number of Warrants, will be issued to the transferee in exchange therefor, subject to the limitations provided in the Warrant Agreement. Prior to the exercise of any Warrant represented hereby, the Registered Holder shall not be entitled to any rights of a stockholder of the Company including, without limitation, the right to vote or to receive dividends or other distributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided in the Offering Documents. The Holder of said Warrant understands and agrees that, in order to exercise said Warrant, payments in U.S. dollars, as stated herein, for the exercise price of each Warrant Share must be made at the Company's offices, and that the Warrant herein expires three (3) years from the effective date for a registration for the Warrant Shares. Prior to due presentment for registration of transfer hereof, the Company may deem and treat the Registered Holder as the absolute owner hereof, and of each Warrant represented hereby (notwithstanding any notations of ownership or writing hereon made by anyone other than a duly authorized officer of the Company) for all purposes, and shall not be affected by any notice to the contrary. The within Warrant has been authorized by the Board of Directors of the Company. The Company will grant a one-time cost-free piggyback registration right to the Holder and will use its best efforts to prepare and file a registration statement for the underlying shares of Class "A" Common Stock within six months (180 days) from the issuance of the Warrant. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed, manually or in facsimile by two of its officers thereunto duly authorized and a facsimile of its corporate seal to be imprinted hereon. Dated: New York, New York February , 1997 INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION Attest: By: - -------------------------------- --------------------------- Joseph Gitto, President AGREED TO: - -------------------------------- 2 -----END PRIVACY-ENHANCED MESSAGE-----