Document/Exhibit Description Pages Size
1: 8-K Date of Report: June 30, 1997 4 15K
2: EX-4 Certificate of Designation - Series A Preferred 9 38K
3: EX-99 Press Release Dated July 8, 1997 2 11K
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) June 30, 1997
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Xybernaut Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-15086 54-1799851
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
12701 Fair Lakes Circle, Fairfax, VA 22033
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (703) 631-6925
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On June 30, 1997, Xybernaut Corporation, a Delaware corporation (the
"Company") closed a $3 million private placement of an aggregate of 3,000 shares
of the Company's Series A Preferred Stock, par value $0.01 per share (the
"Preferred Shares") with institutional investors managed by Liberty View Capital
Management, Inc. Certain aspects of the transaction were completed in July.
The Preferred Shares have a stated value of $1,000 per share and a
holder of the Preferred Shares is entitled to receive, if and when declared by
the Company, a dividend equal to 5% of the stated value per share per annum
payable in shares of common stock of the Company, par value $0.01 per share (the
"Common Stock") or in cash. Holders of the Preferred Shares are not entitled to
vote on any matter relating to the Company, except to the extent provided by
Delaware Law.
At any time on or before September 1, 1997, the Company may
repurchase up to 2,000 of the Preferred Shares at a call price equal to 110% of
the stated value per share, plus all accrued and unpaid dividends.
The holders of the Preferred Shares may convert up to 25% of the
Preferred Shares then outstanding into shares of Common Stock at any time after
September 28, 1997 through December 31, 1997, and thereafter, on each of January
1, 1998, April 1, 1998 and July 1, 1998, an additional 25% of the Preferred
Shares then outstanding. All outstanding Preferred Shares must be converted by
June 30, 1999. The Conversion Price is equal to the lesser of (a) 82% of the
average closing bid price of the Common Stock over the five trading days
immediately preceding the date of conversion and (b) $3.50.
At any time after September 28, 1997 and if the Company has received
a notice requesting conversion of Preferred Shares into the Common Stock, the
Company may redeem up to 50% of the Preferred Shares then outstanding if the
Conversion Price is at or below $2.625, and may redeem all or a portion of the
remaining 50% of the Preferred Shares then outstanding if the Conversion Price
is at or below $1.00. The Company may redeem the first 25% of the Preferred
Shares at a cash price equal to 110% of the stated value, the second 25% of the
Preferred Shares at 120% of the stated value and the remaining 50% at 110% of
the stated value, together, in each case, with all accrued and unpaid dividends
on the Preferred Shares being redeemed.
Also attached hereto as Exhibit 99 is a copy of a press release
issued by the Company on July 8, 1997, with respect to the private placement.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
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4 Certificate of Designation of Xybernaut
Corporation, dated June 30, 1997.
99 Press Release dated July 8, 1997.
SIGNATURES
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.
XYBERNAUT CORPORATION
Date: August 19, 1997 /s/ Edward G. Newman
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Name: Edward G. Newman
Title:President and Chief Executive
Officer and Chairman of the Board
of Directors
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Index to Exhibits
Exhibit Number Description
4 Certificate of Designation of Xybernaut Corporation, dated June
30, 1997.
99 Press Release dated July 8, 1997.
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Dates Referenced Herein and Documents Incorporated by Reference
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