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edgar-online.com
Form 10-Q for NAVARRE CORP /MN/ filed on 16 Feb 1999
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarter ended December 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period
from_______________to________________
Commission File Number 0-22982
NAVARRE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1704319
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7400 49TH AVENUE NORTH, NEW HOPE, MN 55428
(Address of principal executive offices)
Registrant's telephone number, including area code (612) 535-8333
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.
COMMON STOCK, NO PAR VALUE - 23,053,120 SHARES AS OF JANUARY 31, 1999
.....per 31-12-1998
Shareholders' equity:
Preferred stock, no par value:
Authorized shares - 10,000,000,
Issued and outstanding shares - 7,619 and none, respectively 100 --
Common stock, no par value:
Authorized shares - 50,000,000,
Issued and outstanding shares - 21,159,626 and 7,009,170, respectively 83,724 8,113
Retained deficit - Note B (43,684) (3,558)
Unearned compensation (156) (227)
.....
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(C) ISSUANCE OF UNREGISTERED SECURITIES
On May 1, 1998, the Company issued 1,523,810 shares of Class A Convertible Preferred Stock in a private placement to a group of investors for aggregate consideration of $19.0 million, net of expense. The Class A Convertible Preferred Stock was issued at a price of $13.125 per share and is convertible into five shares of Navarre common stock at any time after June 30, 1998. In addition, for each share of Class A Convertible Preferred Stock acquired, each investor received a five-year warrant to purchase five shares of Navarre common stock at a price of $3.50 per share. The Class A Convertible Preferred Stock has a cumulative annual dividend of ten (10%) payable quarterly beginning June 30, 1998. The Company has the right to call the warrants in certain circumstances.
In connection with the private placement, the Company also granted a four year warrant to purchase 380,953 shares of Common Stock at a price of $2.625 per share to Delphi Financial Corporation, the Company's agent in the private placement. During the period from July 1, 1998 through January 31, 1998,holders of all 1,523,810 shares of the Company's Convertible Class A Preferred Stock converted their Preferred Stock into 7,619,050 shares of common stock and holders of warrants issued in May 1998 exercised their warrants for an aggregate of 7,849,165 shares and paid the Company gross proceeds of $27,096,245. The Company believes that the transactions were exempt pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 under Regulation D.
The otherwise stated number of 13,488M shares is outdated. It has been the number per 31-10-1998 ("COMMON STOCK, NO PAR VALUE - 13,487,880 SHARES AS OF OCTOBER 31, 1998")
Regards.
C. |
