-----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, HIr4zEQZPQOkNwBxQ7gZGuiFrmIcmqpnI0+8mBHtKpK3vrJFJYScBwS/WSBG7x10 KytJSyZYzQlMiPXSnPQCww== 0001005477-99-000036.txt : 19990112 0001005477-99-000036.hdr.sgml : 19990112 ACCESSION NUMBER: 0001005477-99-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981224 ITEM INFORMATION: FILED AS OF DATE: 19990111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BCAM INTERNATIONAL INC CENTRAL INDEX KEY: 0000856143 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 133228375 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10420 FILM NUMBER: 99504516 BUSINESS ADDRESS: STREET 1: 1800 WALT WHITMAN RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5167523550 MAIL ADDRESS: STREET 1: 1800 WALT WHITMAN RD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: BIOMECHANICS CORP OF AMERICA DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K 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: December 24, 1998) BCAM INTERNATIONAL, INC. --------------------------------------------------------------------- (exact name of registrant as specified in its charter) NEW YORK 0-10420 13-3228375 - ---------------------------- ---------------------- ------------------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number 1800 WALT WHITMAN ROAD, MELVILLE, NEW YORK 11747 - -------------------------------------------------------------------------------- (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: (516) 752-3550 - -------------------------------------------------------------------------------- (Former name or address, if changed since last report) Item 5. Other events On December 24, 1998, the Company and the investors in an April 1998 private placement of equity securities agreed to amend the subscription agreement with respect to the operation of the "repricing" provisions. Under the April 1998 agreement, the number of shares issuable to these investors are "repriced" pursuant to a schedule initially in four $300,000 increments and then in four $200,000 increments on eight occasions commencing on August 13, 1998 (the effective date of a registration statement covering the shares) and again 60 days later and then in 30 day intervals. On such dates, the investors were to receive the additional number of shares, if any, that result from the difference between the number of shares actually issued and the number of shares which would have been issued using a 23% discount to the market price, as defined, at the time of the "reset". The operation of this provision could result in significantly greater number of shares being issued. In August 1998, 436,047 shares were issued in connection with the reset provision and very significant additional shares would be required to be issued in the October, November and December 1998 reset dates. The Company estimates that in excess of 5,000,000 additional shares of common stock would have been required to be issued to these investors had the Company not amended the agreement with the investors. The December 24, 1998 amendment to the subscription agreement with these investors has four principal effects (i) the August, October, November and December 1998 resets are eliminated in favor of new resets which will begin on January 1, 1999, (ii) the discount from market used to measure the resets is increased from 23% to 27% (iii) a ceiling price was established of $0.75 and (iv) certain penalties under the agreement are waived. Under the amended agreement, the investors, at their option, may reprice up 12 1/2% of the amount invested (an aggregate of $250,000 based upon the original $2,000,000 invested in April 1998) on the first of each month beginning with January 1, 1999. Any amounts not "repriced" in any month may be carried over to any future month without limitation. In connection with the amendment, the Company, will issue additional shares to the investors to bring the total shares from 1,980,198 originally invested up to 2,666,667 shares based upon the ceiling price in the amendment. Based upon preliminary information, the January 1, 1999 "reset" of 12 1/2% of the $2,000,000 offering, if elected by the investors, could result in the issuance of additional common shares in excess of approximately 2,700,000 shares to these investors. The reader is referred to Exhibit 10.1 for a more complete description of the amendment. Exhibits: 10.1 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT DATED AS OF DECEMBER 24, 1998. 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. BCAM INTERNATIONAL, INC. By: /s/ Michael Strauss ----------------------------------- Michael Strauss, President Chairman of the Board and Chief Executive Officer Date: January 11, 1999 EX-10.1 2 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT EXHIBIT 10.1 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT DATED AS OF DECEMBER 24, 1998 WHEREAS on April 13 and April 23, 1998 each of the investors identified on Schedule A hereto ("Subscriber" or "Subscribers") had entered into a subscription agreement with BCAM International, Inc. (the "Company") relating to the investment by the Subscribers in securities of the Company (the "Subscription Agreement"); and WHEREAS, each of the Subscribers has purchased the Company Shares for the Purchase Price as identified on Schedule A hereto; and WHEREAS, the Company and Subscribers are desirous of amending the Subscription Agreements. NOW THEREFORE, for the mutual promises contained herein and other good and valuable mutual consideration, receipt of which is acknowledged, the parties agree as follows: 1. Capitalized terms employed in this Amendment No. 1 (the "Amendment") shall have the same meanings as attributed to them in the Subscription Agreement. 2. Except as modified herein, the Subscription Agreement and documents referred to therein, and all its terms and conditions remain in full force and effect. Unless otherwise indicated, the amendments set forth herein shall be deemed effective as of the date of the Subscription Agreement and the date hereof. 3. Concurrently with the execution of this Amendment, the Company shall deliver to the Subscribers the amount of Company Stock ("Prior Reset Shares") set forth on Schedule A hereto. The Prior Reset Shares are granted all the rights and benefits accorded the Company Shares, including but not limited to the reissuance of the Securities without restrictive legend as described in Section 4 of the Subscription Agreement, and the registration rights described in Section 10 of the Subscription Agreement. The Prior Reset Shares will be issued without restrictive legend and be free-trading and deemed included in the Company's registration statement on Form SB-2 declared effective by the Securities and Exchange Commission on August 13, 1998. The Purchase Price set forth on Schedule A hereto shall be deemed the Purchase Price for all the Company Shares set forth on Schedule A and the Prior Reset Shares (i.e. $.75 per Company Share). 4. The Subscribers are granted Reset rights in connection with the aggregate $2,000,000 investment in Company Shares notwithstanding the Reset accomplished in connection with the August 14, 1998 Reset Date and partial Reset accomplished in connection with the October 13, 1998 Reset Date. 5. Section 9(b) of the Subscription Agreement is deleted and replaced with the following: "During each calendar month commencing January 1, 1999 and ending December 2001, each Subscriber will be entitled to Reset up to 12-1/2 percent of such Subscriber's Purchase Price ("Reset Purchase Amount"). Any portion of the Purchase Price which the Subscriber has not elected to Reset when permitted will be subject to Reset at the Subscriber's election at any time thereafter even if the result would be a Reset of more than 12-1/2% of such Subscriber's Purchase Price during any calendar month. The date Notice of Reset identifying the Reset Purchase Amount is given to the Company via telecopier is a Reset Date." 6. Section 9(c) of the Subscription Agreement is deleted and replaced with the following: "On each Reset Date a number of Company Shares will be calculated for the designated portion of the Reset Purchase Amount by dividing the Reset Purchase Amount by a number equal to seventy-three percent (73%) of the average closing bid price for the Common Stock on the NASDAQ SmallCap Market, or on the principal securities exchange or other securities market on which the Common Stock is then being traded, for the five trading days immediately preceding, but not including, the Reset Date (the "Reset Price"). If the Reset Price is less than $.75, then the Company will issue to the Subscriber the number of shares of Common Stock obtained by subtracting (y) the number of shares obtained by dividing the Reset Purchase Amount by $.75 from (z) the number of shares obtained by dividing the Reset Purchase Amount by the Reset Price." 7. Section 9(e) of the Subscription Agreement is deleted and replaced with the following: "The Company agrees to deliver the Additional Shares to the Subscriber in hand, without restrictive legend and as free-trading Common Stock, no later than fourteen (14) days after the Reset Date (the "Delivery Date"). The Company understands that a delay in the delivery of the Additional Shares as unlegended, free-trading Common Stock beyond the Delivery Date could result in economic loss to the Subscriber. As compensation to the Subscriber for such loss, the Company agrees to pay late payments to the Subscriber for late delivery of Additional Shares beyond the Delivery Date, in the amount of $100 per business day after the Delivery Date for each $10,000 of Designated Portion of Purchase Price for which a Reset has been calculated. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. The late payment charges described above shall be payable through the date the Additional Shares are received in hand by the Subscriber, or a rescission notice is given to the Company by the Subscriber pursuant to the next sentence of this paragraph. The Subscriber may rescind any Reset Notices at any time after the Delivery Date and prior to actual receipt by the Subscriber of the Additional Shares." It is understood and agreed that until the effectiveness of the registration statement described in Section 8 below, Additional Shares over above the amount of Additional Shares already registered in the Form SB-2 registration statement described in Section 3 above, may be delivered with restrictive legend. The Company warrants and represents that the number of shares designated for each Subscriber on Schedule A hereto as "Registered Shares" are deliverable without restrictive legend. The foregoing sentence notwithstanding, the Company is not relieved from its obligation to diligently prepare and file and obtain a declaration of effectiveness for the registration statement described in Section 8 below. 8. The Company's failure to file a registration statement with the Securities and Exchange Commission on or before April 15, 1999 (the "Filing Date"), and/or the failure of such registration statement to be declared effective prior to July 15, 1999 (the "Effective Date") registering for unrestricted public resale by the Subscribers, all Additional Shares issuable upon Reset, but not less than 10,000,000 Additional Shares (in proportion to the Subscribers' respective Purchase Prices), will be deemed a Registration Default as that term is employed in the Subscription Agreement. In the event a Registration Default occurs, Liquidated Damages will accrue from and after the Filing Date until the date the registration statement is accepted for filing by the Securities and Exchange Commission and from the Effective Date until the registration statement is actually declared effective by the Securities and Exchange Commission, as the case may be, at 2% for each 30 days or part thereof on such portion of the Purchase Price for which Reset Shares have not been so registered. 9. The Subscribers are no longer obligated to purchase the Put Shares described in Section 11.2 of the Subscription Agreement. 10. The Subscriber shall not be entitled to Reset that amount of Reset Purchase Amount in connection with that number of Additional Shares which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Subscriber and its affiliates on a Reset Date, and (ii) the number of Additional Shares issuable in connection with a particular Reset with respect to which the determination of this proviso is being made on such Reset Date, which would result in beneficial ownership by the Subscriber and its affiliates of more than 9.99% of the outstanding shares of Common Stock of the Company. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. 11. This Amendment may be executed in multiple counterparts, and by facsimile signature and may be delivered via telecopier. BCAM INTERNATIONAL, INC. By:_________________________________ AUSTOST ANSTALT SCHAAN By:_________________________________ BALMORE FUNDS S.A. By:_________________________________ 10. The Subscriber shall not be entitled to Reset that amount of Reset Purchase Amount in connection with that number of Additional Shares which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Subscriber and its affiliates on a Reset Date, and (ii) the number of Additional Shares issuable in connection with a particular Reset with respect to which the determination of this proviso is being made on such Reset Date, which would result in beneficial ownership by the Subscriber and its affiliates of more than 9.99% of the outstanding shares of Common Stock of the Company. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. 11. This Amendment may be executed in multiple counterparts, and by facsimile signature and may be delivered via telecopier. BCAM INTERNATIONAL, INC. By:_________________________________ BEESTON INVESTMENTS LTD. By:_________________________________ MANOR INVESTMENTS By:_________________________________ ELLIS ENTERPRISES By:_________________________________ EAST LANE CORPORATION LTD. By:_________________________________ AMENDMENT NO. 1 SCHEDULE A PRIOR RESET SHARES COMPANY PURCHASE REGISTERED SUBSCRIBERS SHARES PRICE SHARES AUSTOST ANSTALT SCHAAN 906,091 750,000 93,908 7440 Fuerstentum Lichenstein Landstrasse 163 Fax: 011-431-534532895 BALMORE FUNDS S.A. 1,026,903 850,000 106,429 P.O. Box 4603 Zurich, Switzerland Fax: 011-411-201-6262 BEESTON INVESTMENTS LTD. 241,624 200,000 25,042 119 Rothschild Boulevard Tel Aviv, Israel Fax: 011-972-25600201 MANOR INVESTMENTS 120,813 100,000 12,521 c/o Y. Englander 9 Aharonson Street Bnei-Brak, Israel Fax: ELLIS ENTERPRISES 60,407 50,000 6,261 42A Waterloo Road London, England NW2 7UF Fax: 011-441-814509004 EAST LANE CORPORATION LTD. 60,407 50,000 6,261 5 Rehov Eloi Jerusalem, Israel Fax: 011-972-2-679-9266 TOTALS 2,416,245 2,000,000 250,422 -----END PRIVACY-ENHANCED MESSAGE-----