Xybernaut Corp – ‘8-K’ for 11/15/00

On:  Friday, 11/17/00, at 10:22am ET   ·   For:  11/15/00   ·   Accession #:  910680-0-854   ·   File #:  0-21013

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report on Form 8-K                             4     10K 
 2: EX-99.1     Press Release Dated November 15, 2000                  2     10K 

8-K   —   Current Report on Form 8-K
Document Table of Contents

8-K
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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): NOVEMBER 15, 2000
                                                    ------------------

 XYBERNAUT CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE                     0-15086                       54-1799851   
(State or other               (Commission                     (IRS Employer     
jurisdiction of               file number)                  Identification No.) 
incorporation)                                                                  

12701 FAIR LAKES CIRCLE, FAIRFAX, VIRGINIA 22033
(Address of principal executive offices)

 Registrant's telephone number including area code: (703) 631-6925

NOT APPLICABLE
 (Former name or former address, if changed since last report)

8-K
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ITEM 5. OTHER EVENTS.                                                           

         On November 15, 2000, the registrant  announced it had  consummated the
sale of $18 million of the common  stock,  par value $.01 per share (the "Common
Stock"),  of the registrant with a group of principally  domestic  institutional
investors at $2.75 per share.  The investors also received  warrants to purchase
up to 40% of the total  number of shares of Common  Stock  they  purchased  (the
"Warrants").  The Warrants have a term of 4 years and an exercise price of $4.33
per share.  The Company may call 50% of the  Warrants if the Common Stock trades
at or above $7.50 for 10  consecutive  trading days and the remaining 50% if the
Common Stock trades above $15.00 for 10 consecutive trading days.               

         The   registrant  has  agreed  to  use  its  best  efforts  to  file  a
registration statement covering the resale of the shares of Common Stock and the
shares of Common Stock  issuable  upon  exercise of the Warrants  within 30 days
after the closing date of the transaction.                                      

         The foregoing is a brief description of the financing  arrangement.  It
is not  complete  and is  qualified  in its  entirety by reference to the actual
purchase  agreement,  Warrants and  registration  rights agreement and the press
release  issued on November  15, 2000, a copy of which is filed as an exhibit to
this Current Report.                                                            

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 SIGNATURE

         Pursuant to the  requirements  of Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.                                          

Dated: November 17, 2000                                                        

                                     XYBERNAUT CORPORATION

                                        By: /s/ John F. Moynahan
                                                   -----------------------------
                                      John F. Moynahan
                                               Senior Vice President and
                                             Chief Financial Officer

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 EXHIBIT INDEX
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EXHIBIT NUMBER                      DESCRIPTION                                 
--------------                      -----------                                 

    99.1*            Press release dated November 15, 2000 issued by Xybernaut

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* Filed herewith                                              

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Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		11/17/00		3					None on these Dates
For Period End:		11/15/00		1		4
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