-----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, TrwvlmVov4cYx3GmkXEpV732tTxdsO0V9W/H5YwN1yfJT3okrpjNPLYBmsJsUJjS s4erNo+8RPJKkIt5lhlVdA== 0001019687-99-000318.txt : 19990625 0001019687-99-000318.hdr.sgml : 19990625 ACCESSION NUMBER: 0001019687-99-000318 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990514 ITEM INFORMATION: FILED AS OF DATE: 19990601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER LASER SYSTEMS INC CENTRAL INDEX KEY: 0000878543 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330476284 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14013 FILM NUMBER: 99638081 BUSINESS ADDRESS: STREET 1: 3 MORGAN CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 7148590656 MAIL ADDRESS: STREET 1: 3 MORGAN CITY: IRVINE STATE: CA ZIP: 92677 8-K 1 PREMIER LASER SYSTEMS, INC. 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) May 17, 1999 ------------ PREMIER LASER SYSTEMS, INC. ----------------------------------------------------- (Exact name of registrant a specified in its Charter) CALIFORNIA 0-25242 33-0472684 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 3 MORGAN, IRVINE, CALIFORNIA 92618 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (949) 859-0656 -------------- NOT APPLICABLE ------------------------------------------------------------- (Former name or former address, if changed since last report) 1 ITEM 5. OTHER EVENTS On May 17, 1999, Premier Laser Systems, Inc. (the "Company") entered into a Secured Convertible Debenture Purchase Agreement with certain investors pursuant to which it has issued $4,000,000 of secured convertible debentures (the "Debentures"). The Debentures carry a six percent interest rate and are convertible into shares of the Company's Class A Common Stock ("Common Stock") at a rate that will be determined at the time of conversion, provided however, that the price must be in the range of $1.50 to $3.135 per share, subject to certain antidilution provisions and other conditions. The Company has received $2,000,000 of the purchase price of the Debentures, less expenses, and the remaining $2,000,000 will be received upon the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of a Registration Statement on Form S-1 filed by the Company to register the resale of the underlying shares of common stock. In connection with this transaction, the Company issued to the investors and other persons warrants expiring 2004 to purchase an aggregate of 100,000 shares of Common Stock, at an exercise price of $3.135 per share Because the Debentures are convertible into Common Stock at a conversion price that is less than the prevailing market price of the Common Stock, the Company is required, under the Warrant Agreement governing its outstanding Class B Warrants (traded on the Nasdaq National Market, trading symbol "PLSIZ"), to adjust the exercise price of the Class B Warrants. As a result of this adjustment, the exercise price for the Class B Warrants has been reduced to $7.8904 per warrant. Since the conversion price of the Debentures may change over time, the exercise price of the Class B Warrants may be further adjusted (decreased or increased) in the future, in accordance with the terms of the Warrant Agreement. If the Debentures are repaid by the Company without having been converted into Common Stock, the adjustment to the Class B Warrant exercise price described above will be revoked. Pursuant to an agreement with American Stock Transfer & Trust Company, as Rights Agent, the sale of the Debentures, the Warrants and the Common Stock upon the conversion of the Debentures will not result in the exerciseability of the Company's outstanding Rights, issued under the Rights Agreement between the Company and the Rights Agent (which agreement is filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on April 2, 1998). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS. --------- 10.1 Amendment to Rights Agreement dated May 14, 1999 (filed herewith). 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly cause this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 28, 1999 PREMIER LASER SYSTEMS, INC. By: /S/ Robert V. Mahoney ------------------------------------------ Robert V. Mahoney, Chief Financial Officer 3 EX-10.1 2 AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 10.1 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of May 14, 1999 (the "AMENDMENT"), to the Rights Agreement dated as of March 31, 1998 (the "RIGHTS AGREEMENT"), between PREMIER LASER SYSTEMS, INC., a California corporation (the "COMPANY"), and AMERICAN STOCK TRANSFER AND TRUST COMPANY (the "RIGHTS AGENT"). WHEREAS, the Company proposes to enter into a Secured Convertible Debenture Purchase Agreement with STRONG RIVER INVESTMENTS, INC., and HERKIMER, LLC (collectively, the "PURCHASERS") pursuant to which the Purchasers will acquire 6% Secured Convertible Debentures due 2002 ("Debentures") and Warrants which securities may, under certain circumstances, be convertible into or exercisable for in excess of 15% of the Company's Common Shares (as defined in the Rights Agreement) WHEREAS, the Company and the Rights Agent entered into the Rights Agreement which specified the terms of the Rights (as defined therein); WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement in accordance with Section 27 of the Rights Agreement to permit the purchase of securities pursuant to the Purchase Agreement and upon the conversion of the Debentures and exercise of the Warrants, without causing a Distribution Date under the terms of the Rights Agreement; and WHEREAS, the Board of Directors of the Company has approved this Amendment in accordance with its Bylaws. NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereto agree as follows: 1. AMENDMENT TO RIGHTS AGREEMENT. The Rights Agreement shall be amended as follows: (a) Section 1(a) of the Rights Agreement is hereby deleted in its entirety and replaced by the following: "(a) "ACQUIRING PERSON" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the Common Shares of the Company then outstanding, but shall not include the Company, any Subsidiary (as such term is hereinafter defined) of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of such plan. 4 Notwithstanding the foregoing, neither the Purchasers (or either of them) nor any Affiliate or Associate thereof (together, the "PURCHASER GROUP") shall be deemed as "Acquiring Person" by virtue of the purchase of the Debentures or the Warrants, or by virtue of the conversion of the Debentures into Common Shares or exercise of the Warrants in accordance with their terms. 2. REFERENCE TO AND EFFECT ON RIGHTS AGREEMENT. On and after the date of this Amendment, each reference in the Rights Agreement to the term "Agreement," or to "hereof," "hereunder," or "herein" shall be deemed to refer to the Rights Agreement as amended hereby. 3. EFFECTIVE DATE. This Amendment and the amendments to the Rights Agreement effected hereby shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall otherwise be unaffected hereby. 4. COUNTERPARTS. The Amendment may be executed in one or more counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. [remainder of page intentionally left blank] 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested, effective as of the day and year first above written. PREMIER LASER SYSTEMS, INC., By: /S/ COLETTE COZEAN -------------------------------- Colette Cozean, Chief Executive Officer ATTEST: By: /S/ ROBERT MAHONEY --------------------------------- Robert Mahoney, Executive Vice President-Finance AMERICAN STOCK TRANSFER AND TRUST COMPANY By: /S/ HERBERT LEMMER -------------------------------- Title: VICE PRESIDENT ------------------------- ATTEST: By: /S/ SUSAN SILBER ---------------------------------- Title: ASSISTANT SECRETARY ---------------------------- 6 -----END PRIVACY-ENHANCED MESSAGE-----