SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 9, 2001
SpectruMedix Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-22501 25-1686354
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2124 Old Gatesburg Road, State College, Pennsylvania 16803
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (814) 867-8600
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Former name or former address: N/A
Item 1. Changes in Control of the Registrant
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SpectruMedix Corporation, a Delaware corporation (the "Company"), entered
into a Securities Purchase Agreement, dated July 9, 2001, with the I. Reich
Family Limited Partnership (the "Purchaser"). Pursuant to the Securities
Purchase Agreement, in exchange for $1,000,000, the Purchaser purchased:
. 100 shares of the Company's Series C Preferred Stock (the "Series C
Preferred");
. a $300,000 6% Convertible Note due July 9, 2004 made by the Company in
favor of the Purchaser (the "Convertible Note");
. a $600,000 6% Secured Note due July 9, 2004 made by the Company in
favor of the Purchaser (the "Secured Note" and, together with the Convertible
Note, the "Notes"); and
. a seven-year warrant (the "Warrant") to purchase 22,220,113 shares of
common stock, par value $.00115 per share (the "Common Stock"), of the Company
at an exercise price of $.0575 per share.
Each share of Series C Preferred is convertible into 20,000 shares of
Common Stock. In addition, each share of Series C Preferred is entitled to
thirteen votes for each share of Common Stock issuable upon conversion of a
share of Series C Preferred. The holders of the Series C Preferred, voting
separately as a class, also have the right to elect three members to the Board
of Directors of the Company.
The Secured Note is secured by the Company's accounts receivable, inventory
and certain intellectual property. The Convertible Note is convertible into
shares of Common Stock at a conversion price of $.0575 per share. The Company
has the option to defer interest payable pursuant to the Notes until the
maturity date.
As a result of the acquisition of the Series C Preferred, the Purchaser
currently has the ability to vote the equivalent of 26,000,000 shares of Common
Stock. Immediately prior to such acquisition, the Company had 4,393,620 shares
of Common Stock, 2,000 shares of Series A Preferred Stock and 225.968 shares of
Series B Preferred Stock outstanding. Each share of Common Stock has one vote
per share. The Company's outstanding shares of Series A Preferred Stock have the
ability to vote the equivalent of 800,000 shares of Common Stock and the
Company's outstanding shares of Series B Preferred Stock have the ability to
vote the equivalent of 18,077,440 shares of Common Stock. Accordingly, the
Purchaser currently has the ability to control approximately 53% of the Common
Stock vote. In addition, the Purchaser has the right to elect three members of
the Company's Board of Directors.
Upon conversion of the Series C Preferred and the Convertible Note and the
exercise of the Warrant in full, the Purchaser may acquire 29,437,504 shares of
Common Stock.
Item 5. Other Events
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Effective as of July 9, 2001, Ilan Reich, an affiliate of the Purchaser,
assumed the offices of Chairman of the Board of Directors and Chief Executive
Officer of the Company. Mr. Reich replaced Dr. Joseph Adlerstein in those
positions, and Dr. Adlerstein is no longer affiliated with the Company.
Item 7. Exhibits
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3.1 Certificate of Amendment of the Second Amended and Restated
Certificate of Incorporation of SpectruMedix Corporation,
filed with the Secretary of State of the State of Delaware
on July 9, 2001.
10.1 Securities Purchase Agreement, dated July 9, 2001, by and
between SpectruMedix Corporation and I. Reich Family Limited
Partnership.
10.2 6% Convertible Note due July 9, 2004 made by SpectruMedix
Corporation in favor of I. Reich Family Limited Partnership.
10.3 6% Secured Note due July 9, 2004 made by SpectruMedix
Corporation in favor of I. Reich Family Limited Partnership.
10.4 Warrant to Purchase 22,220,113 Shares of Common Stock of
SpectruMedix Corporation, dated July 9, 2001, granted to I.
Reich Family Limited Partnership.
10.5 Security Agreement, dated July 9, 2001, by and between
SpectruMedix Corporation and I. Reich Family Limited
Partnership.
SIGNATURES
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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.
Dated: July 11, 2001 SPECTRUMEDIX CORPORATION
By: /s/ Ilan Reich
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Ilan Reich
Chairman of the Board of Directors
and Chief Executive Officer
Exhibit Index
Exhibits
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3.1 Certificate of Amendment of the Second Amended and Restated
Certificate of Incorporation of SpectruMedix Corporation,
filed with the Secretary of State of the State of Delaware
on July 9, 2001.
10.1 Securities Purchase Agreement, dated July 9, 2001, by and
between SpectruMedix Corporation and I. Reich Family Limited
Partnership.
10.2 6% Convertible Note due July 9, 2004 made by SpectruMedix
Corporation in favor of I. Reich Family Limited Partnership.
10.3 6% Secured Note due July 9, 2004 made by SpectruMedix
Corporation in favor of I. Reich Family Limited Partnership.
10.4 Warrant to Purchase 22,220,113 Shares of Common Stock of
SpectruMedix Corporation, dated July 9, 2001, granted to I.
Reich Family Limited Partnership.
10.5 Security Agreement, dated July 9, 2001, by and between
SpectruMedix Corporation and I. Reich Family Limited
Partnership.