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 (Date of earliest event reported): November 28, 2001
GUNTHER INTERNATIONAL LTD.
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-22994 51-0223195
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
One Winnenden Road, Norwich, Connecticut 06360-1570
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 823-1427
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N/A
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(Former name or former address, if changed since last report)
This is Page 1 of 6 pages.
The Exhibit Index is on Page 5.
Item 5. Other Events
Gunther International, Ltd. (the "Company") is filing this current
report on Form 8-K to report on recent events as discussed below.
On November 26, 2001, the Company announced that it had completed its
previously announced rights offering to stockholders (the "Rights Offering"),
the subscription period for which ended on November 21, 2001. Stockholders other
than Gunther Partners, LLC ("Gunther Partners") exercised basic and
oversubscription rights to purchase a total of 2,326,096 shares of common stock
at an exercise price of $.50 per share, leaving a total of 13,673,904 shares of
common stock to be purchased by Gunther Partners pursuant to its Standby
Purchase Agreement with the Company. A copy of the Company's press release
describing the results of the Rights Offering is attached hereto as Exhibit
99.1.
On November 28, 2001, the Company completed the sale of 13,673,904
shares of its common stock to Gunther Partners (the "Standby Purchase"),
pursuant to the Rights Offering and a related standby purchase agreement by and
between the Company and Gunther Partners dated as of October 24, 2001 (the
"Standby Purchase Agreement"). The Standby Purchase Agreement is described under
the heading "Recent Developments" in the Company's prospectus dated October 24,
2001 relating to the Rights Offering. In addition, a copy of the Standby
Purchase Agreement was previously filed as Exhibit 10.17 to the Company's
registration statement related to the Rights Offering (SEC File No. 333-65956).
In connection with the closing of the Standby Purchase, the Company
also completed the following related transactions:
(1) the repurchase by the Company of subordinated indebtedness in
the total principal amount of $1,851,169, originally owed to
the Estate of Harold S. Geneen (the "Estate"), for an
aggregate purchase price of $500,000;
(2) The repurchase by the Company of 919,569 shares of Common
Stock originally held by the Estate at a purchase price of
$.15 per share, or $137,935.35 in the aggregate; and
(3) the repayment of approximately $5.26 million in unpaid
principal and accrued interest owed by the Company to Gunther
Partners and to Robert Spiegel, one of the Company's directors
and a member of Gunther Partners.
Giving effect to the closing of the Rights Offering and the related
transactions described in the preceding paragraph, the Company will have a total
of 19,372,200 shares of common stock issued and outstanding, 13,673,904 or
approximately 70.6% of which are owned directly by Gunther Partners.
As previously disclosed, in 1998 the Company granted to Gunther
Partners a stock purchase warrant to acquire up to 35% of the pro forma,
fully-diluted number of shares of the Company's
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common stock as of the date of exercise at any time until October 2, 2003 for an
exercise price of $1.50 per share. The 16,000,000 shares issued by the Company
pursuant to the Rights Offering and the Standby Purchase are not included in the
calculation of fully diluted shares for purposes of the 35% warrant calculation.
In connection with the extension of the due date of certain indebtedness owed to
Gunther Partners and Robert Spiegel, the Company has extended the expiration
date of this stock purchase warrant to May 29, 2004.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Exhibit
99.1 Press release of the Company, dated
November 26, 2001.
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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.
GUNTHER INTERNATIONAL LTD.
Date: November 30, 2001 By: /s/ Michael M. Vehlies
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Name: Michael M. Vehlies
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description Page No.
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99.1 Press release of the Company, dated November 26, 2001. 6
5