UNITED STATES
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): August 19, 2004
LIQUIDMETAL TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 000-31332 20-0121262
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
25800 Commercentre Dr., Suite 100
Lake Forest, CA 92630
(Address of Principal Executive Offices; Zip Code)
Registrant's telephone number, including area code: (949) 206-8000
LIQUIDMETAL TECHNOLOGIES, INC.
FORM 8-K
Item 5. Other Events and Regulation FD Disclosure.
On August 19, 2004, Liquidmetal Technologies, Inc. (the "Company") completed a
private exchange offer for the 6% Senior Convertible Notes Due 2007 that were
originally issued by the Company on March 1, 2004 (the "Prior Notes"). As
disclosed in the Company's Form 8-K filed on March 3, 2004, the Prior Notes were
originally issued in a March 2004 private placement transaction in the amount of
approximately $10 million to investor groups based in the U.S. and South Korea.
Under the terms of the recently completed exchange offer, $5,509,002 in
aggregate principal amount of the Prior Notes were exchanged for an aggregate of
(i) $2,754,501 of 10% Senior Secured Notes Due 2005 (the "Short-Term Notes") and
(ii) $2,754,501 million of 6% Senior Secured Notes Due 2007 (the "Long-Term
Notes"). The Short-Term Notes and Long-Terms Notes (the "New Notes") bear an
issue date of July 29, 2004. In connection with the exchange offer, $4,464,999
in principal amount of the Prior Notes (and their associated warrants) were
voluntarily redeemed by the Company for a cash redemption price equal to the
principal amount of the redeemed notes plus accrued but unpaid interest through
the redemption date.
The exchange offer was made in response to the Company's previously announced
inability (and corresponding default under the Prior Notes) to timely file its
reports under the Securities Exchange Act of 1934 and to timely file a
registration statement covering the resale of the common stock into which the
Prior Notes were convertible.
Under the completed exchange offer, the newly issued Short-Term Notes will have
a maturity date of July 29, 2005, and a conversion price of $2.00 per share
(compared to a conversion price of $3.00 per share under the Prior Notes). The
Long-Term Notes will have a maturity date of July 29, 2007, and a conversion
price of $1.00 per share. Under the Long-Term Notes, the noteholders will have
the right to call for repayment of the Long-Term Notes prior to maturity at any
time after the second anniversary of the closing of the exchange offer.
Additionally, the holders of the New Notes will also have the right to call for
early repayment of the New Notes if, within 180 days of the issue date of the
New Notes (i) the Company does not become compliant with its SEC reporting
obligations, and (ii) the Company's common stock does not become listed or
quoted on the OTC Bulletin Board, Nasdaq Stock Market, New York Stock Exchange,
or American Stock Exchange. Also as a part of the exchange offer, a total of
562,151 warrants to purchase Company common stock at an exercise price of $3.00
per share, all of which were previously issued in connection with the purchase
of the Prior Notes, have been amended to provide for an extended expiration date
of March 1, 2006.
Under the terms of the exchange offer, the Company's default under the Prior
Notes has been waived, and the Company will have an extended period of 90 days
after the issue date of the New Notes to become current in its Exchange Act
reports and to file a registration statement covering the shares into which the
New Notes are convertible. As a result of the completion of the exchange offer,
none of the Prior Notes remain outstanding.
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Item 7. Financial Statements and Exhibits.
See the Exhibit Index set forth below for a list of exhibits included with this
Current Report on Form 8-K.
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 thereunder duly authorized.
LIQUIDMETAL TECHNOLOGIES, INC.
By: /s/ John Kang
------------------------------------
John Kang
Chairman, President, and Chief
Executive Officer
Date: August 20, 2004
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EXHIBIT INDEX
Exhibit Number Description
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10.1 -- Note Exchange Agreement, dated July 29, 2004, among
Liquidmetal Technologies, Inc. and certain individuals
identified as "Noteholders" therein.
10.2 -- Form of 10% Senior Secured Notes Due 2005 of Liquidmetal
Technologies, Inc. issued pursuant to Note Exchange
Agreement filed as Exhibit 10.1 hereto.
10.3 -- Form of 6% Senior Security Note Due 2007 of Liquidmetal
Technologies, Inc. issued pursuant to Note Exchange
Agreement filed as Exhibit 10.1 hereto.
10.4 -- Note Exchange Agreement, dated July 29, 2004, among
Liquidmetal Technologies, Inc and Winvest Venture
Partners Inc.
10.5 -- 10% Senior Secured Notes Due 2005 of Liquidmetal
Technologies, Inc. issued to Winvest Venture Partners
Inc.
10.6 -- Form of 6% Senior Security Note Due 2007 of Liquidmetal
Technologies, Inc. issued to Winvest Venture Partners
Inc.
99.1 -- Press Release, dated August 20, 2004.
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