UNITED STATES
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: December 6, 2001
KFX INC.
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(Exact name of Registrant as specified in its charter)
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Delaware 0-23634 84-1079971
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(State or other jurisdiction of Commission File Number IRS Employer
incorporation or organization) Identification Number
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3300 East 1/st/ Avenue, Suite 290
Denver, Colorado, USA 80206
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(Address of principal executive offices) (Zip Code)
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(303) 293-2992
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(Registrant's telephone number,
including area code)
not applicable
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(Former name or former address, if changed since last report)
ITEM 5. Other Events.
KFx Inc. announced, in a press release on December 4, 2001, that the
conversion price of KFx Inc.'s 6% Convertible Debentures due July 25, 2002 (the
"Debentures") has been reduced from $3.65 per share to $3.00 per share effective
as of November 30, 2001 pursuant to the terms of the indenture (the
"Indenture"), dated as of July 25, 1997, by and between KFx Inc., as obligor,
and First Bank National Association doing business as Colorado National Bank, as
trustee. The reduction in the conversion price, pursuant to the terms of the
Indenture, resulted from an issuance by KFx Inc. of 100 shares of its common
stock, $.001 par value, (the "Common Stock") at a price of $3.00 per share. The
100 shares of Common Stock were issued in a private placement. In the same press
release, KFx Inc. also announced that, as of December 4, 2001, holders of $9.4
million principal amount of the Debentures have agreed to convert their
Debentures into Common Stock at the conversion price of $3.00 per share,
pursuant to the terms of the Indenture. Conversion by these holders will bring
the total number of Debentures converted to $12.7 million principal amount, or
approximately 75%, of the original $17 million principal amount of Debentures
issued.
The effect of the lowering of the conversion price is to increase the
number of shares of Common Stock issuable upon conversion of all Debentures
outstanding as of December 4, 2001, including the $9.4 million principal amount
described above, from 3,753,425 to 4,566,677, an increase of 813,242. As of
December 4, 2001, there are approximately 26,889,340 shares of Common Stock
outstanding.
For more information regarding the conversion of the Debentures, the press
release dated December 4, 2001 has been included herein as Exhibit 99.1
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 Press release dated December 4, 2001.
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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 thereunto duly authorized.
Date: December 6, 2001 KFx Inc.
By:
/s/ Patrick S. Flaherty
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Patrick S. Flaherty
Vice President-Finance & Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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Exhibit 99.1 Press release dated December 4, 2001.
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