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) - March 2, 2001
Data Race, Inc.
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation)
0-20706 74-2272363
(Commission File Number) (I.R.S. Employer Identification No.)
6509 Windcrest, Suite 120
Plano, Texas 75024
(972) 265-4000
(Address of Principal Executive Offices and Telephone Number, Including Area
Code)
Item 5. Other Events.
Completion of a Private Placement.
On March 2, 2001, Data Race, Inc. (the "Company") completed a private
placement of 3,047,620 shares of its common stock (the "Common Shares"), and
warrants to purchase 304,762 shares of common stock (the "Warrants") to Protius
Overseas Limited, Keyway Investments Ltd., and Lionhart Investments Ltd. (the
"Investors"), for an aggregate price of $2,000,000. The Warrants are
exercisable at a price of $0.9875 per share through March 2, 2006. The Company
intends to use the proceeds from the private placement primarily for general
corporate purposes.
The Company has agreed to file a registration statement under the
Securities Act of 1933, covering the resale of the Common Shares and the shares
of common stock issuable upon exercise of the Warrants. The Company will incur
certain penalties if the registration statement is not filed by April 2, 2001,
or declared effective by May 31, 2001. These penalties may be paid in cash or,
at the Investors' option, in common stock. In addition, if the Company issues
additional shares of common stock prior to the effective date of the
registration statement, then antidilution provisions contained in the securities
purchase agreement may require the Company to issue additional shares of common
stock to the Investors so as to prevent dilution of the Investors' investment in
the Company.
In connection with the private placement, (i) the Company granted to the
Investors a right of first refusal to purchase additional securities issued by
the Company (subject to certain exceptions) prior to August 29, 2001 and (ii)
agreed to reduce to $.09875 the exercise price of warrants to purchase an
aggregate of 1,043,251 shares of the Company's Common Stock issued in connection
with the Company's June 1999 and December 1999 private placements and to extend
the term of these warrants for two years to December 10, 2003.
THE SUMMARY OF THE PRIVATE PLACEMENT SET FORTH ABOVE IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE SECURITIES PURCHASE AGREEMENT, THE WARRANT
AGREEMENTS, AND THE REGISTRATION RIGHTS AGREEMENT EXECUTED BY THE COMPANY IN
CONNECTION WITH THE PRIVATE PLACEMENT. SUCH DOCUMENTS ARE FILED AS EXHIBITS TO
THIS FORM 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Description
------- -----------
10.1 Securities Purchase Agreement dated March 2, 2001, by and
among Data Race, Inc. and Protius Overseas Limited, Keyway
Investments Ltd., and Lionhart Investments Ltd., as the
Investors.
10.2 Registration Rights Agreement dated March 2, 2001, by and
among Data Race, Inc. and Protius Overseas Limited, Keyway
Investments Ltd., and Lionhart Investments Ltd., as the
Investors.
10.3 Warrant Agreement, dated March 2, 2001, issued to Protius
Overseas Limited.
10.4 Warrant Agreement, dated March 2, 2001, issued to Keyway
Investments Ltd.
10.5 Warrant Agreement, dated March 2, 2001, issued to Lionhart
Investments Ltd.
10.6 Letter Agreement dated March 2, 2001, regarding amendment of
warrants issued in connection with the June 1999 private
placement.
10.7 Letter Agreement dated March 2, 2001, regarding amendment of
warrants issued in connection with the December 1999 private
placement.
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.
DATA RACE, Inc.
Date: March 7, 2001 By: /s/ James G. Scogin
----------------------------------------------
James G. Scogin,
Senior Vice President-Finance, Chief Financial
Officer, Treasurer and Secretary
EXHIBIT INDEX
Exhibit Description
------- -----------
10.1 Securities Purchase Agreement March 2, 2001, by and
among Data Race, Inc. and Protius Overseas Limited,
Keyway Investments Ltd., and Lionhart Investments Ltd.,
as the Investors.
10.2 Registration Rights Agreement dated March 2, 2001, by
and among Data Race, Inc. and Protius Overseas Limited,
Keyway Investments Ltd., and Lionhart Investments Ltd.,
as the Investors.
10.3 Warrant Agreement, dated March 2, 2001, issued to
Protius Overseas Limited.
10.4 Warrant Agreement, dated March 2, 2001, issued to
Keyway Investments Ltd.
10.5 Warrant Agreement, dated March 2, 2001, issued to
Lionhart Investments Ltd.
10.6 Letter Agreement dated March 2, 2001, regarding
amendment of warrants issued in connection with the
June 1999 private placement.
10.7 Letter Agreement dated March 2, 2001, regarding
amendment of warrants issued in connection with the
December 1999 private placement.