8-K Regarding the IMS acquisition
freeedgar.com
excerpt:
ITEM 5. OTHER EVENTS.
On May 19 and June 1, 1998, the Company closed on the private placement
sale of an aggregate of 2,313,416 shares of common stock, $.001 par value, for
$11.00 per share, resulting in gross proceeds of $25,447,576. Commonwealth
Associates represented the Company as underwriter in the transaction, for which
it received $731,330 in commissions, $254,476 as a non-accountable expense
allowance, and a five-year warrant to purchase 231,342 shares of the Company's
common stock for $12.10 per share. Other costs of the transaction aggregated
approximately $212,000. The shares sold were not registered under the Securities
Act of 1933 (the "Act"), and were offered in reliance upon the exemption under
Section 4(2) of the Act and the provisions of Regulation D promulgated
thereunder. Bellingham Industries, Inc., an affiliate, purchased 1,363,633
shares in the offering, after which it beneficially owns 41.7% of the Company's
outstanding common stock. Of the funds raised, $20,620,000 was used for the
acquisition of IMS referred to in Item 2 above, and the balance will be used for
other acquisitions and/or working capital. |
