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
April 19, 2002
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Date of Report (Date of earliest event reported)
APPIANT TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-21999 84-1360852
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(State or other Jurisdiction (S.E.C. File Number) (IRS Employer No.)
of Incorporation) Identification
6663 Owens Drive
Pleasanton, CA 94588
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(Address of principal executive offices, including zip code)
(925) 251-3200
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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.
Effective April 19, 2002 (the "EFFECTIVE DATE"), Appiant Technologies Inc.
("Appiant"), commenced a secured financing of up to $4,025,000 with certain
accredited investors ("Investors") pursuant to a Debenture and Warrant Purchase
Agreement (the "Agreement"), dated April 19, 2002. As of April 30, 2002,
$3,025,000 of the financing has closed. Under the terms of the Agreement,
Appiant agreed to issue to the Investors Convertible Debentures bearing an
interest rate of 8%. The Convertible Debentures may be converted into
unregistered, restricted shares of Appiant Common Stock for a purchase price per
share equal to the lower of (a) the deemed closing price (of $1.21) or (b) the
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average of the five lowest closing bid prices of Appiant shares for the 20 day
period immediately preceding any conversion. The Convertible Debenture can be
converted, at the option of the holder, at any time until one year after the
Closing Date. In the event the Convertible Debentures are not converted,
Appiant has the option to repay the indebtedness. Appiant also has the right to
redeem the Convertible Debentures prior to maturity for an amount per share
equal to 110% to 125% of the Closing Price as determined by the date of
redemption.
In addition, Appiant agreed to issue to Investors warrants to purchase up
to an aggregate of 1,663,223 shares of unregistered, restricted Appiant Common
Stock for a total financing of $4,025,000. As of April 30, 2002, Appiant has
agreed to issue warrants for 1,353,307 shares of unregistered, restricted
Appiant Common Stock for the portion of the financing closed as of that date.
The warrants have a term of three years and are exercisable at a warrant price
equal to 110% of the closing price ($1.33).
Terms of the financing also provide that the Investors may nominate up to
two additional members to the Appiant Board of Directors, and provide the
Investors certain rights and options regarding possible future equity based
financings by Appiant. Appiant has agreed to pay a cash finder's fee of 7% and
3% warrants, and to pay other related expenses. No underwriters were involved in
this private placement.
The sale of the debentures and the warrants to the investors was exempt
from the registration provisions of the Securities Act, under Sections 4(2) and
4(6) of the Securities Act, and the rules and regulations thereunder, because of
the nature of the offerees and Investors and the manner in which the offering
was conducted. The investors have acknowledged that the securities cannot be
resold unless registered or exempt from registration under the securities laws.
Appiant has agreed to register for resale on Form S-3 up to 12,000,000 shares of
the Common Stock (the "Registrable Shares") issued to the Shareholders as soon
as practicable following the Effective Date. Moreover, Appiant has agreed to
seek shareholder approval of the issuance of the Registrable Shares in excess of
19.99% of issued and outstanding Appiant Common Stock.
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.
Appiant Technologies, Inc.
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May 3, 2002 By: /s/ Christopher J. Borders
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Christopher J. Borders
General Counsel and Corporate Secretary
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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10.1 Debenture and Warrant Purchase Agreement, dated
April 19, 2002
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10.2 Secured Convertible Debenture, dated April 19, 2002
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10.3 Warrant to Purchase Shares of Common Stock, issued
April 19, 2002
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10.4 Registration Rights Agreement, dated April 19, 2002
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10.5 Security Agreement, dated April 19, 2002
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