TMSR SEC FORM 8K [Filed 02/16/99] ISSUES OF FACTS.
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
FEBRUARY 16, 1999
---------------------
(Date of Report)
THRUSTMASTER, INC.
------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
OREGON 0-25520 93-1040330
--------------------- ------------------------- ----------------------
(State or Other (Commission File No.) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
SUITE 400, 7175 N.W. EVERGREEN PARKWAY, HILLSBORO, OREGON 97124
----------------------------------------------------------------------------
(Address of principal executive offices)(Zip Code)
(503) 615-3200
----------------------------------------------------------------------------
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On January 28, 1999, ThrustMaster, Inc. (the "Company") and three private
investors entered into a Securities Purchase Agreement pursuant to which the
investors agreed to provide equity line financing to the Company in an aggregate
amount up to $16 million.
The equity line provides for three potential tranches of investment by the
investors in Common Stock of the Company. Each tranche of investment is made
solely at the Company's election, subject to certain conditions, including the
market price of the Common Stock. The amount of the initial tranche, which was
funded on January 28, 1998, was $4 million. The 250,000 shares of Common Stock
issued on the closing date were priced at $16.00 per share, the closing bid
price of the Common Stock on the Nasdaq National Market on January 27, 1998.
Shares issued upon any closing of tranches two or three will also be priced at
the closing bid price of the Common Stock on the trading day preceding the
applicable closing date.
If specified closing conditions are satisfied, the Company will be
entitled, at its sole election, to request tranche two and three investments
during applicable periods ending 150 days after the closing date for the
preceding tranche. The amount of the investment in each subsequent tranche
would range from $1.0 million to $6.0 million, depending upon the closing bid
price of the Common Stock at the time of the investment. The Company may elect
that the minimum amount be invested if the average closing bid price per share
for the 10 business days preceding the applicable closing date is at least
$7.00; the Company may elect that up to the maximum amount be invested if the
closing bid price on the trading day preceding the closing date exceeds $20.00.
The closing conditions applicable to the second and third tranches include,
among others, that the registration statement required to be filed by the
Company with the SEC in connection with the previous tranche has been effective
for at least 25 days and that the average daily trading volume of the Common
Stock on the Nasdaq National Market has met certain thresholds for the
20 business days preceding the applicable investment. The Company, at its sole
election, may accelerate 50% of the tranche two investment if certain Common
Stock price-related thresholds have been satisfied.
The equity line includes a "reset" mechanism which may result in the
issuance to the investors of additional shares of Common Stock at no additional
cost. There are two reset periods for each tranche, each covering 50% of the
shares issued on the applicable closing date. The first reset period is the 25
days after the effective date of a registration statement to be filed in
connection with that tranche. The second reset period is the 25 days after the
end of the first reset period. For each reset period, the reset price is the
average of the lowest ten trading days' closing bid prices during the related
25-day period.
2
The number of shares to be issued at the end of each reset is calculated by
(a) multiplying the number of shares subject to price adjustment by (b) (i)
an amount equal to 112.5% of the applicable tranche purchase price less the
reset price divided by (ii) the reset price.
The investors have agreed that, until the expiration of the final reset
period in connection with the equity line, they will not enter into certain
short sales of the Company's Common Stock. These restrictions are set forth in
the Securities Purchase Agreement attached as an exhibit to this report.
The equity line also provides for the issuance to the investors of warrants
to purchase Common Stock. At the closing of the first tranche, warrants were
issued to purchase an aggregate of 70,754 shares of Common Stock. The exercise
price applicable to 50% of such warrant shares is $20.00 per share; the exercise
price applicable to the remaining warrant shares is $22.40 per share. The
warrants expire five years after the closing date. To the extent the aggregate
investments in tranches one, two and three were to exceed $12 million,
additional warrants would be issued on the tranche three closing date to
purchase shares of Common Stock. The exercise price for 50% of such shares
would be 125% of the closing bid price on the trading day preceding the tranche
three closing date, and the exercise price for the remaining 50% would be 140%
of such bid price. The warrants are callable by the Company if the Common Stock
trades at or above 130% of the applicable exercise price for ten consecutive
trading days at any time 18 months after the applicable closing date.
The initial sale of securities issued in connection with the equity line
was not registered under the Securities Act of 1933, as amended. The Company
will register for resale by the investors all shares of Common Stock issued or
issuable in connection with the equity line by filing one or more registration
statements in connection with each tranche. Each registration statement is
required to remain in effect for three years.
The Company has granted a right of first refusal in favor of the investors
with respect to non-public issuances of its securities during the period
beginning on the tranche one closing date and ending 180 days after the
effective date of the first registration statement filed by the Company in
connection with the equity line. Issuances of securities not subject to the
right of first refusal include securities issued under the Company's stock
option plans, shares issued upon exercise of currently outstanding warrants and
securities issued in connection with strategic transactions involving the
Company.
3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Listed below are the exhibits filed as a part of this report.
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
4.5 Securities Purchase Agreement dated as of
January 28, 1999 among ThrustMaster, Inc. and
the Purchasers party thereto.
4.6 Form of Callable Warrant.
4.7 Registration Rights Agreement dated as of
January 28, 1999 among ThrustMaster, Inc. and
the Purchasers party thereto.
4
SIGNATURE
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.
THRUSTMASTER, INC.
Dated: February 16, 1999 By /s/ Frank G. Hausmann
-------------------------------------
Frank G. Hausmann,
President and CEO
5
EX-4.5
2
EXHIBIT 4.5
EXHIBIT 4.5
------------------------------------------------------------------------------
SECURITIES PURCHASE AGREEMENT
Among
THRUSTMASTER, INC.,
STRONG RIVER INVESTMENTS, INC.,
WESTOVER INVESTMENTS L.P.
and
MONTROSE INVESTMENTS L.P.
January 28, 1999
------------------------------------------------------------------------------
1
SECURITIES PURCHASE AGREEMENT, dated as of January 28, 1999 (this
"AGREEMENT"), among ThrustMaster, Inc., an Oregon corporation (the
"COMPANY"), Strong River Investments Inc. ("STRONG RIVER"), a corporation
organized under the laws of the British Virgin Islands, Westover Investments
L.P. ("WESTOVER"), a Delaware limited partnership, and Montrose Investments
L.P. ("MONTROSE"), a Cayman Islands exempt limited partnership. Strong River,
Westover and Montrose are each referred to herein as a "PURCHASER" and are
collectively referred to herein as the "PURCHASERS".
WHEREAS, subject to the terms and conditions set forth in this
Agreement, the Company desires to issue and the Purchasers desire to purchase
shares (the "SHARES") of the Company's common stock, no par value (the
"COMMON STOCK").
NOW THEREFORE, the Company and the Purchasers hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF SECURITIES
1.1 PURCHASE OF SHARES. Subject to the terms and conditions set forth
herein, the Company shall issue and sell to the Purchasers and the Purchasers
shall purchase the Shares.
For purposes of this Agreement, "BUSINESS DAY" and "PER SHARE MARKET
VALUE" shall have the meanings set forth in EXHIBIT A. Each of the Tranche 1
Closing, the Tranche 2 Closing and Tranche 3 Closing are sometimes
individually referred to herein as a "CLOSING". Each of the First Tranche 1
Warrant, Second Tranche 1 Warrant, First Tranche 3 Warrant and Second Tranche
3 Warrant are sometimes collectively referred to herein as the "WARRANTS".
Each of the First Tranche 1 Adjustment Shares, Second Tranche 1 Adjustment
Shares, First Tranche 2 Adjustment Shares, Second Tranche 2 Adjustment
Shares, First Tranche 3 Adjustment Shares and Second Tranche 3 Adjustment
Shares are sometimes collectively referred to herein as the "ADJUSTMENT
SHARES".
1.2 THE TRANCHE 1 CLOSING. (a) Subject to the terms and conditions
set forth herein, the Company shall issue and sell to the Purchasers and the
Purchasers shall purchase 250,000 Shares (the "TRANCHE 1 SHARES") for a
purchase price of $4,000,000 (the "PURCHASE PRICE"). The closing of the
purchase and sale of the Tranche 1 Shares (the "TRANCHE 1 CLOSING") shall
take place at the offices of Robinson Silverman Pearce Aronsohn & Berman LLP
("RSPAB"), 1290 Avenue of the Americas, New York, New York 10104, immediately
following the execution hereof or such later date as the parties shall agree.
The date of the Tranche 1 Closing is hereinafter referred to as the "TRANCHE
1 CLOSING DATE."
(b) At the Tranche 1 Closing, (i) the Company shall deliver
to or cause to be delivered to (A) Strong River (1) a stock certificate,
registered in the name of Strong River representing 125,000 Tranche 1 Shares
to be acquired at the Tranche 1 Closing by it, (2) a
2
common stock purchase warrant (the "FIRST TRANCHE 1 WARRANT"), in the form of
EXHIBIT D-1, registered in the name of Strong River, entitling the holder
thereof to acquire 17,689 shares of Common Stock upon the terms set forth
therein, (3) a common stock purchase warrant (the "SECOND TRANCHE 1
WARRANT"), in the form of EXHIBIT D-2, registered in the name of Strong
River, entitling the holder thereof to acquire 17,689 shares of Common Stock
upon the terms set forth therein, (4) the legal opinion of Perkins Coie LLP
outside counsel to the Company, addressed to the Strong River, substantially
in the form attached hereto as EXHIBIT C, and (5) all other documents,
instruments and writings required to have been delivered at or prior to the
Tranche 1 Closing by the Company pursuant to this Agreement, including
without limitation, executed originals of each of the Registration Rights
Agreement, dated the date hereof, between the Company and the Purchasers in
the form of EXHIBIT A attached hereto (the "REGISTRATION RIGHTS AGREEMENT")
and the Irrevocable Transfer Agent Instructions, in the form of EXHIBIT B
attached hereto (the "TRANSFER AGENT INSTRUCTIONS"), delivered to and
acknowledged by the Company and the Company's transfer agent, to (B) Westover
(1) a stock certificate, registered in the name of Westover representing
43,750 Tranche 1 Shares to be acquired at the Tranche 1 Closing by it, (2) a
First Tranche 1 Warrant registered in the name of Westover, entitling the
holder thereof to acquire 6,191 shares of Common Stock upon the terms set
forth therein, (3) a Second Tranche 1 Warrant registered in the name of
Westover, entitling the holder thereof to acquire 6,191 shares of Common
Stock upon the terms set forth therein, (4) the legal opinion of Perkins Coie
LLP outside counsel to the Company, addressed to Westover, substantially in
the form attached hereto as EXHIBIT C, and (5) all other documents,
instruments and writings required to have been delivered at or prior to the
Tranche 1 Closing by the Company pursuant to this Agreement, including
without limitation, executed originals of each of the Registration Rights
Agreement and the Irrevocable Transfer Agent Instructions, delivered to and
acknowledged by the Company and the Company's transfer agent, and to (C)
Montrose (1) a stock certificate, registered in the name of Westover
representing 81,250 Tranche 1 Shares to be acquired at the Tranche 1 Closing
by it, (2) a First Tranche 1 Warrant registered in the name of Montrose,
entitling the holder thereof to acquire 11,497 shares of Common Stock upon
the terms set forth therein, (3) a Second Tranche 1 Warrant registered in the
name of Montrose, entitling the holder thereof to acquire 11,497 shares of
Common Stock upon the terms set forth therein, (4) the legal opinion of
Perkins Coie LLP outside counsel to the Company, addressed to Montrose,
substantially in the form attached hereto as EXHIBIT C, and (5) all other
documents, instruments and writings required to have been delivered at or
prior to the Tranche 1 Closing by the Company pursuant to this Agreement,
including without limitation, executed originals of each of the Registration
Rights Agreement and the Irrevocable Transfer Agent Instructions, delivered
to and acknowledged by the Company and the Company's transfer agent, (b) the
Purchasers shall deliver or cause to be delivered to the Company (1)
$4,000,000 (the "TRANCHE 1 PURCHASE PRICE") in immediately available funds
by wire transfer to an account designated in writing by the Company for such
purpose on or prior to the Tranche 1 Closing Date, and (2) all documents,
instruments and writings required to have been delivered at or prior to the
Tranche 1 Closing by the Purchasers pursuant to this Agreement, including,
without limitation, an executed Registration Rights Agreement.
1.3 THE TRANCHE 2 CLOSING. (a) Subject to the terms and conditions
set forth in this Agreement, the Company shall have the right to deliver a
written notice to the Purchasers (a
3
"SUBSEQUENT FINANCING NOTICE") requiring the Purchasers or any other fund
under common management with any of the Purchasers (a "Designee") to purchase
such number of shares of Common Stock, for an aggregate purchase price of no
less than $1,000,000 and no more than $6,000,000 (the "TRANCHE 2 PURCHASE
PRICE"), equal to the Tranche 2 Purchase Price divided by the Per Share
Market Value of the Common Stock on the trading day immediately preceding the
Tranche 2 Closing Date (the "TRANCHE 2 SHARES") or, if applicable, 50% of the
Tranche 2 Purchase Price (the "EARLY TRANCHE 2 PURCHASE PRICE") divided by
the Per Share Market Value of the Common Stock on the trading day immediately
preceding the Early Tranche 2 Closing Date (the "EARLY TRANCHE 2 SHARES"),
PROVIDED, HOWEVER that the Tranche 2 Purchase Price shall not be in excess of
(i) $1,000,000 if the Per Share Market Value on the trading day immediately
preceding the Tranche 2 Closing Date, or the Early Tranche 2 Closing Date, if
applicable, is less than or equal to $8.00, (ii) $2,000,000 if the Per Share
Market Value on the trading day immediately preceding the Tranche 2 Closing
Date, or the Early Tranche 2 Closing Date, if applicable, is greater than
$8.00 but less than or equal to $9.00, (iii) $3,000,000 if the Per Share
Market Value on the trading day immediately preceding the Tranche 2 Closing
Date, or the Early Tranche 2 Closing Date, if applicable, is greater than
$9.00 but less than or equal to $10.00, (iv) $4,000,000 if the Per Share
Market Value on the trading day immediately preceding the Tranche 2 Closing
Date, or the Early Tranche 2 Closing Date, if applicable, is greater than
$10.00 but less than or equal to $17.00, (v) $4,500,000 if the Per Share
Market Value on the trading day immediately preceding the Tranche 2 Closing
Date, or the Early Tranche 2 Closing Date, if applicable, is greater than
$17.00 but less than or equal to $18.00, (vi) $5,000,000 if the Per Share
Market Value on the trading day immediately preceding the Tranche 2 Closing
Date, or the Early Tranche 2 Closing Date, if applicable, is greater than
$18.00 but less than or equal to $19.00, (vii) $5,500,000 if the Per Share
Market Value on the Tranche 2 Closing Date, or the Early Tranche 2 Closing
Date, if applicable, is greater than $19.00 but less than or equal to $20.00,
and (viii) $6,000,000 if the Per Share Market Value on the trading day
immediately preceding the Tranche 2 Closing Date, or the Early Tranche 2
Closing Date, if applicable, is greater than $20.00. The Company may not
deliver the Subsequent Financing Notice relating to the Tranche 2 Shares
earlier than five (5) Business Days after the Second Tranche 1 Adjustment
Date or, if such day is not a Business Day, the next succeeding Business Day.
Notwithstanding anything to the contrary ontained herein, in the event that
the average Per Share Market Value for the 25 calendar days immediately
preceding the First Tranche 1 Adjustment Date is greater than $12.00 and the
Per Share Market Value on the First Tranche 1 Adjustment Date is greater than
$10.00, the Company shall have the right to deliver a Subsequent Financing
Notice commencing one trading day after the First Tranche 1 Adjustment Date
(the "EARLY NOTICE DATE") requiring the Purchasers to purchase the Early
Tranche 2 Shares. The closing of the purchase and sale of the Early Tranche
2 Shares (the "EARLY TRANCHE 2 CLOSING"), if applicable, shall take place at
the offices of RSPAB on the fifth Business Day after the Subsequent Financing
Notice relating to the Early Tranche 2 Shares is deemed delivered hereunder
or on such other date as otherwise agreed to by the parties; PROVIDED,
HOWEVER, that in no case shall the Early Tranche 2 Closing take place unless
and until the conditions listed in SECTION 4.1 have been satisfied by the
Company or waived by the Purchasers and in no event shall the Early Tranche 2
Closing occur subsequent to the 10th Business Day after the Early Notice Date
(such date, the "EARLY TRANCHE 2 CLOSING EXPIRATION DATE"). The date of the
Early Tranche 2 Closing is hereinafter referred to as the "EARLY TRANCHE 2
4
CLOSING DATE." The closing of the purchase and sale of all of the Tranche 2
Shares, or the remaining 50% of the Tranche 2 Shares, if applicable, (the
"TRANCHE 2 CLOSING") shall take place at the offices of RSPAB on the fifth
Business Day after the Subsequent Financing Notice requiring the purchase of
such Shares is deemed delivered hereunder or on such other date as otherwise
agreed to by the parties; PROVIDED, HOWEVER, that in no case shall the
Tranche 2 Closing take place unless and until the conditions listed in
SECTION 4.1 have been satisfied by the Company or waived by the Purchasers
and in no event shall the Tranche 2 Closing occur subsequent to the 150th day
after the Tranche 1 Closing Date or, if such day is not a Business Day, the
next succeeding Business Day (such date, the "TRANCHE 2 CLOSING EXPIRATION
DATE"). The date of the Tranche 2 Closing is hereinafter referred to as the
"TRANCHE 2 CLOSING DATE."
(b)(i) At the Early Tranche 2 Closing, if applicable, (i)
the Company shall deliver to or cause to be delivered to each Purchaser (1) a
stock certificate, registered in the name of such Purchaser or such
Purchaser's Designee representing such number of Early Tranche 2 Shares equal
to the Early Tranche 2 Purchase Price paid by such Purchaser or such
Purchaser's Designee divided by the Per Share Market Value of the Common
Stock on the trading day immediately preceding the Early Tranche 2 Closing
Date, (2) the legal opinion referred to in Section 4.1(xi), and (3) all other
documents, instruments and writings required to have been delivered at or
prior to the Early Tranche 2 Closing Date by the Company pursuant to this
Agreement, including the Transfer Agent Instructions referenced in Section
4.1(xvi), and (b) the Purchasers shall deliver or cause to be delivered to
the Company (1) the Early Tranche 2 Purchase Price, in immediately available
funds by wire transfer to an account designated in writing by the Company for
such purpose on or prior to the Early Tranche 2 Closing Date, and (2) all
documents, instruments and writings required to have been delivered at or
prior to the Early Tranche 2 Closing Date by the Purchasers pursuant to this
Agreement.
(ii) At the Tranche 2 Closing, (i) the Company shall deliver
to or cause to be delivered to each Purchaser (1) a stock certificate,
registered in the name of such Purchaser or such Purchaser's Designee
representing such number of Tranche 2 Shares equal to the Tranche 2 Purchase
Price (or 50% of the Tranche 2 Purchase Price if there has been an Early
Tranche 2 Closing pursuant to Section 1.3(b)(i) above) paid by such Purchaser
or such Purchaser's Designee divided by the Per Share Market Value of the
Common Stock on the trading day immediately preceding the Tranche 2 Closing
Date, (2) the legal opinion referred to in Section 4.1(xi), and (3) all other
documents, instruments and writings required to have been delivered at or
prior to the Tranche 2 Closing Date by the Company pursuant to this
Agreement, including the Transfer Agent Instructions referenced in Section
4.1(xvi), and (b) the Purchasers shall deliver or cause to be delivered to
the Company (1) the Tranche 2 Purchase Price (or 50% of the Tranche 2
Purchase Price if there has been an Early Tranche 2 Closing pursuant to
Section 1.3(b)(i) above), in immediately available funds by wire transfer to
an account designated in writing by the Company for such purpose on or prior
to the Tranche 2 Closing Date, and (2) all documents, instruments and
writings required to have been delivered at or prior to the Tranche 2 Closing
Date by the Purchasers pursuant to this Agreement..."
source: freeedgar.com |
