-----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, VoYTxA8MXZXdJSrpR4Ql3SJjpb8MfRswzj3BZsF3C0/k657oq2B5RM06BT5mgWNT /JPasDu3S9UECUyCj0amyw== 0001012870-97-000059.txt : 19970116 0001012870-97-000059.hdr.sgml : 19970116 ACCESSION NUMBER: 0001012870-97-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961216 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970115 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROELECTRONIC PACKAGING INC /CA/ CENTRAL INDEX KEY: 0000916232 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943142624 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23562 FILM NUMBER: 97506528 BUSINESS ADDRESS: STREET 1: 9350 TRADE PLACE CITY: SAN DIEGO STATE: CA ZIP: 92126 BUSINESS PHONE: 6195301660 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 Exchange Act of 1934 Date of Report (Date of earliest event reported) DECEMBER 16, 1996 -------------------- MICROELECTRONIC PACKAGING, INC. ------------------------------- (Exact name of registrant as specified in charter) CALIFORNIA 0-23562 94-3142624 - ------------------------------- ----------- ------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 9350 TRADE PLACE, SAN DIEGO, CALIFORNIA 92126 - ----------------------------------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (619) 530-1660 -------------- N/A --- (Former name or former address, if changed since last report.) Item 5. Other Events. As reported on a current report on Form 8-K filed with the Securities and Exchange Commission on October 28, 1996, on October 24, 1996, Microelectronic Packaging, Inc. ("MPI" or the "Company") entered into subscription agreements ("Subscription Agreements") with Dusseldorf Securities Limited ("Dusseldorf") and various other offshore investors (collectively, the "Purchasers"), the form of which is on file with the Securities and Exchange Commission and is incorporated herein by reference. Pursuant to the terms of the Subscription Agreements, MPI issued a series of convertible debentures (the "Debentures") to the Purchasers at an aggregate purchase price of U.S. $2.8 million, which Debentures have terms of one year and bear interest at the rate of 8.0% per annum. This offering was not registered under the Securities Act of 1933, as amended, pursuant to the exemption provided by Regulation S promulgated thereunder. The outstanding principal under the Debentures will be due and payable in full at the end of the one-year term; however, subject to certain limitations as originally set forth in the Debentures and described below, on or after December 7, 1996, the outstanding principal under the Debentures may be converted at each Purchaser's option into shares of the Company's Common Stock. The number of shares of the Company's Common Stock issuable to the Purchasers upon such conversion will be the amount of principal outstanding divided by the lesser of 80% of the average of the closing bid price of the Company's Common Stock as reported by Nasdaq National Market for the three consecutive trading days immediately preceding the date of conversion or 110% of the closing bid price of the Company's Common Stock as reported by Nasdaq National Market on October 23, 1996. MPI also issued a warrant (the "Warrant") to Dusseldorf to purchase 75,421 shares of the Company's Common Stock. The exercise price of the Warrant is the lesser of the average price at which the Debentures are converted into the Company's Common Stock, or 110% of the closing bid price of the Company's Common Stock as reported by Nasdaq National Market on October 23, 1996. The Warrant is exercisable on or after December 7, 1996 and remains exercisable until October 23, 1997. The Debentures, as originally issued on October 23, 1996, could not be converted into shares of Common Stock if such conversion would result in the issuance by the Company of more than 19.9% of the Company's outstanding Common Stock as of October 23, 1996, including shares issuable upon exercise of the Warrant (whether such Warrant has been exercised or not)(the "19.9% Limit"). The Company was required to redeem all outstanding principal amounts under the Debentures that could not be converted (because such conversion would exceed the 19.9% Limit) at 120% of such outstanding principal amount (the "Premium"). Under current Securities and Exchange Commission regulations, such shares of the Company's Common Stock may be offered and sold in the United States trading markets at the earliest 40 days after the issuance of the Debentures and the Warrant. On December 3, 1996, the Company obtained approval from the Nasdaq Stock Market, Inc. for an exemption from the shareholder approval provisions of Rule 4460(i) of the Rules of The Nasdaq Stock Market, which exemption allowed the Company to eliminate the 19.9% Limit without shareholder approval. On December 16, 1996, the Purchasers agreed to amend the Debentures to eliminate the 19.9% Limit and to eliminate the Company's obligation to pay the Premium. The form of the amendment is attached hereto as Exhibit 10.84 and is incorporated herein by this reference. On December 13, 1996, certain of the Purchasers notified the Company that they intended to convert Debentures totalling six hundred thousand dollars ($600,000.00) into shares of the Company's Common Stock. The conversion price of these Debentures was seventy-two cents ($0.72)(eighty percent (80%) of the average bid price of the Company's Common Stock on the three days preceeding December 13, 1996). Upon conversion, these Purchasers were issued eight hundred and thirty-three thousand three hundred and thirty-four (833,334) shares of the Company's Common Stock. On December 23, 1996, certain of the Purchasers again notified the Company that they intended to convert Debentures totalling three hundred thousand dollars ($300,000.00) into shares of the Company's Common Stock. The conversion price of these Debentures was $0.63336 (eighty percent (80%) of the average bid price of the Company's Common Stock on the three days preceeding December 23, 1996). These Purchasers were issued four hundred and seventy-three thousand six hundred and sixty-four (473,664) shares of the Company's Common Stock. On January 3, 1997 and January 8, 1997, certain of the Purchasers again notified the Company that they intended to convert Debentures totalling one hundred and fifty thousand dollars ($150,000.00) into shares of the Company's Common Stock. The conversion price for these Debentures was seventy-six cents ($0.76) (eighty percent (80%) of the average bid price of the Company's Common Stock on the three days preceeding January 3, 1997, which is the same as eighty percent (80%) of the average bid price of the Company's Common Stock on the three days preceeding January 8, 1997). These Purchasers were issued one hundred and ninety-seven thousand three hundred and sixty-eight (197,368) shares of the Company's' Common Stock. Were the Purchasers to convert the remaining one million seven hundred and fifty thousand dollars ($1,750,000.00) of Debentures outstanding at a conversion price of $0.63336 (which is the lowest conversion price to date), such Purchasers they would be entitled to an additional two million seven hundred and sixty-three thousand and forty-one (2,763,041) shares. The existence and conversion of the Debentures and the existence and exercise of the Warrant into shares of the Company's Common Stock without the 19.9% Limit will significantly dilute any earnings per share amounts and significantly dilute the ownership interests of MPI's other shareholders. Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired. None. ------------------------------------------- (b) Pro Forma Financial Information. None. ------------------------------- (c) Exhibits. The following document is filed as an exhibit to the report: -------- 2. Exhibit No. Description ----------- ----------- 10.84 Form of Amendment to 8% Convertible debenture. 3. 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. Microelectronic Packaging, Inc. -------------------------------- (Registrant) Date: January 15, 1997 By /s/ Denis Trafecanty --------------------------------- Name: Denis Trafecanty Title: Chief Financial Officer and Secretary Microelectronic Packaging, Inc. ------------------------------- Exhibit Index to Form 8-K Sequentially Numbered Exhibit No. Description Page ----------- ----------- ---- 10.84 Form of Amendment to 8% Convertible Debenture. EX-10.84 2 FORM OF AMENDMENT TO 8% CONVERTIBLE DEBENTURE EXHIBIT 10.84 MICROELECTRONIC PACKAGING, INC. Amendment to Convertible Debentures ____ through ____ This Amendment to Convertible Debentures ____ through ____ (the "Original Debentures") is dated as of this 16th day of December, 1996, by and between Microelectronic Packaging, Inc. (the "Corporation") and _________________ (the "Holder"). WHEREAS, on October 23, 1996, the Corporation issued to Holder the Original Debentures, which Original Debentures have an aggregate value of $_________________; WHEREAS, on October 23, 1996, the Corporation also issued Convertible Debentures to other holders, which Convertible Debentures, including the Original Debentures, have an aggregate value of $2,800,000.00. WHEREAS, Section 2.2 of the Convertible Debentures provides that a Debenture holder may not exercise the conversion rights provided in Section 2 thereof to the extent that the number of shares of Common Stock issuable to such holder pursuant to such conversion and to any other holder simultaneously converting a Debenture issued as part of the same series as that Debenture, plus the number of shares of Common Stock previously issued to such holder and any other holder of Debentures issued as part of the same series as that Debenture pursuant to any previous conversion, plus the total number of shares of Common Stock issuable pursuant to that certain Warrant issued by the Corporation to Dusseldorf Securities Limited (whether or not such shares have been issued), would equal or exceed 1,112,628 shares of the Corporation's Common Stock (the "20% Limit"); WHEREAS, Section 2.2 also provides that in the event that the Corporation is unable to redeem some portion of the principal due under that Debenture (the "Outstanding Balance") because of the 20% Limit, the Corporation shall, within 15 days of the date that it receives the Conversion Notice (defined therein), redeem the Outstanding Balance by payment to the holder of cash in an amount equal to 120% of the Outstanding Balance (the "Premium"); WHEREAS, on December 3, 1996, the Corporation obtained an exemption from the shareholder approval provisions of Rule 4460(i) of the Rules of The Nasdaq Stock Market (attached hereto as Exhibit 1), thereby allowing the holders of the Convertible Debentures to convert all the Debentures even if such conversion would exceed the 20% Limit as described in Section 2.2 thereof; and WHEREAS, the Corporation and the Holder now deem it desirable and in the best interests of the Corporation to enter into this Amendment in order to amend -1- the Original Debentures to remove the 20% Limit and the obligation to pay the Premium; NOW, THEREFORE, in consideration of the foregoing premises and of the mutual premises and covenants contained in this Amendment, the parties hereto agree as follows: 1. Section 2.2 of the Original Debentures is hereby amended by deleting said Section 2.2 in its entirety and by inserting in lieu thereof the following new Section 2.2: "2.2 The holder of this Debenture may exercise the conversion right provided in this Section 2 by giving written notice in the form attached hereto (the "Conversion Notice") to the Corporation of the exercise of such right, in whole or in part, and stating the name or names in which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by the Debenture. The number of shares of Common Stock that shall be issuable upon conversion of the Debenture shall equal the amount of the outstanding principal for which a Conversion Notice is given, divided by a conversion price (the "Conversion Price") equal to the lesser of (x) --- [110 % of the closing bid price of the Common Stock on the closing date] or (y) 80% of the average closing bid price of the Common Stock as reported by NASDAQ for the three (3) consecutive trading days immediately preceding the Date of Conversion (as defined below), subject to adjustment as provided in Section 4." 2. Except as expressly set forth herein, all of the terms and provisions of the Original Debentures shall remain unmodified and in full force and effect and the Original Debentures shall be read together and construed with the applicable sections of this Amendment. 3. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Original Debentures. 5. This Amendment shall be governed by and construed in accordance with the laws of the State of California. -2- IN WITNESS WHEREOF, the undersigned have executed this Amendment as the day and year first written above. MICROELECTRONIC PACKAGING, INC. By: _____________________________ Denis Trafecanty Chief Financial Officer [NAME OF DEBENTURE HOLDER] By: ______________________________ Print Name: ________________________ Title: ______________________________ -3- -----END PRIVACY-ENHANCED MESSAGE-----