-----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, LwtXAEQC3M6P+Rp1v3+LLKDaAV5PjxVceqw70Z/iXS1Lx5bR+42vsPNY6keEDa3P Rp6wfIAS3O4/YK7f0Hc3XQ== 0000912057-96-022897.txt : 19961017 0000912057-96-022897.hdr.sgml : 19961017 ACCESSION NUMBER: 0000912057-96-022897 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961004 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961016 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLAR MATES INC CENTRAL INDEX KEY: 0000940183 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 112396918 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-89752-A FILM NUMBER: 96643893 BUSINESS ADDRESS: STREET 1: 8125 25TH COURT E CITY: SARASOTA STATE: FL ZIP: 34243 BUSINESS PHONE: 9413593599 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NNEW YORK STATE: NY ZIP: 10022 8-K 1 8-K US 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): October 4, 1996 SOLAR-MATES, INC. - -------------------------------------------------------------------------------- (Exact Name registrant as specified in its charter) New York 0-26022 11-2396918 - ----------------------------- ------------- -------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 8125 25th Court East Sarasota, Florida 34243 ------------------------------------------- (Address of principal executive offices) (941) 359-3599 ------------------------------------------------------ (Registrant's telephone number, including area code) ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On September 26, 1996 Solar-Mates, Inc.(the "Company") entered into a subscription agreement with an Austrian based bank for the infusion of $22.5 million in equity financing of which $7.5 million was funded on October 4, 1996. The purpose of the funding is to pursue a specific acquisition targeted by the Company in the sunglass industry. The equity infusion is in the form of non-voting convertible preferred shares of the Company. The conversion price for the preferred shares in the initial infusion is the lower of 80% of the market price of the Company's publicly trade Common Stock, $.001 par value ("Common Stock") or $5.50 per share, and the shares bear dividends at an annual rate of 6.5%. The remaining subscriptions for an additional aggregate amount of $15 million of non-voting convertible preferred shares is to be consummated simultaneously with the closing of the targeted acquisition. The conversion price for the preferred shares to be issued in the subsequent $15 million infusion is the lower of 80% of market price for the Common Stock or, with respect to $7.5 million of such amount, $6.75 per share, and with respect to the other $7.5 million, $8.25 per share. Such shares are to bear dividends at an annual rate of 6%. The Company may, at its sole discretion, pay any and all dividends in preferred shares of the same series rather than in cash. The convertibility of any preferred shares into Common Stock is subject to shareholder approval. The agreement provides that the purchaser of the shares shall vote all of the underlying shares (if and when converted), in connection with any vote of the shareholders of the Company relating to the election of directors, for a majority of directors, in accordance with the directions of Stephen Nevitt, the Company's President and Principal Executive Officer, or his successor or designee. The subscription is being effected pursuant to an off-shore exemption in reliance upon Regulation S under the Securities Act of 1933. At the closing of the initial $7.5 million infusion, the Company also issued to the investor three year warrants to purchase 150,000 shares of Common Stock at a price of $5.5625 per share exercisable commencing on January 1, 1999. In connection with the closing of the second infusion of $15 million, the Company is required to issue an additional 600,000 identical warrants, with an exercise price of $7.50 per share for 300,000 of the warrants and $10 per share for the remaining warrants. The Company also paid a commission to a third party equal to 7% of the investment and immediately exercisable five year warrants to purchase 200,000 shares of Common Stock at a puce of $5.50 per share. ITEM 7. EXHIBITS EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------- ------------------- 99.1 Press Release dated October 7, 1996 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Solar-Mates, Inc. (Registrant) Dated: October 7, 1996 By Stephen Nevitt: /s/ Stephen Nevitt ----------------- ------------------- President (Principal Executive Officer) EX-99.1 2 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: JACK WYNN MONDAY, OCTOBER 7, 1996 (540) 687-3587 SOLAR-MATES RECEIVES EQUITY FUNDING TO PURSUE ACQUISITIONS Sarasota, Florida - Solar-Mates, Inc. today announced the closing on Friday, October 4, 1996 of a $7.5 million equity investment as part of an overall $22.5 million equity subscription from an Austrian-based bank, with the purpose of pursuing a specific acquisition targeted by the Company in the sunglass industry. The equity infusion is in the form of non-voting convertible preferred shares of Solar-Mates. The conversion price for this initial infusion is the lower of 80% of the market price of Solar-Mates' stock of $5.50 per share, and the shares bear dividends at an annual rate of 6.5%. The remaining subscriptions for an additional aggregate amount of $15 million of non-voting convertible preferred shares is to be consummated simultaneously with the closing of the targeted acquisition. The conversion price for the preferred shares to be issued in the subsequent $15 million infusion is the lower of 80% of market price or, with respect to $7.5 million of such amount, $6.75 per share, and with respect to the other $7.5 million, 8.25 per share. Such shares are to bear dividends at an annual rate of 6%. The convertibility of any preferred shares into Solar- Mates Common Stock is subject to shareholder approval. The subscription is being effected pursuant to an off-shore exempt offering in reliance upon Regulation S under the Securities Act of 1933. At the closing, the Company also issued to the investor three-year warrants to purchase 150,000 shares of Common Stock at a price of $5.5625 per share commencing on January 1, 1999. In connection with the closing of the second infusion of $15 million, the Company is to issue an additional 600,000 identical warrants, with an exercise price of $7.50 per share for 300,000 of the warrants and $10 per share for the remaining warrants. The Company also paid a commission to a third party equal to 7% of the investment and immediately exercisable five-year warrants to purchase 200,000 shares of Common Stock at a price of $5.50 per share. According to Stephen Nevitt, President and CEO of Solar-Mates, Inc., "This infusion of equity is a key part of our acquisition strategy, which will include new distribution channels to market our products. This acquisition process should benefit both the shareholders and the Company through higher market concentration and financial strength." Solar-Mates, Inc. markets the new H2Optix-Registered Trademark- line of water sports oriented eyewear, as well as a diversified line of quality sunglasses at popular prices. Solar-Mates, Inc. manufactures all of its sunglasses through outside sources. Solar-Mates maintains its principal executive offices at 8125 25th Court East, Sarasota, Florida, (941) 359-3599. -----END PRIVACY-ENHANCED MESSAGE-----