Attached files
| file | filename |
|---|---|
| EX-10.4 - Vuzix Corp | v206806_ex10-4.htm |
| EX-10.2 - Vuzix Corp | v206806_ex10-2.htm |
| EX-10.1 - Vuzix Corp | v206806_ex10-1.htm |
| EX-10.7 - Vuzix Corp | v206806_ex10-7.htm |
| EX-10.8 - Vuzix Corp | v206806_ex10-8.htm |
| EX-10.3 - Vuzix Corp | v206806_ex10-3.htm |
| EX-10.5 - Vuzix Corp | v206806_ex10-5.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) - December 23, 2010
VUZIX
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
|
000-53846
|
04-3392453
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
75
Town Centre Drive, Rochester, New York 14623
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(585)
359-5900
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
SECTION
1 REGISTRANT’S BUSINESS AND OPERATIONS
ITEM
1.01. Entry into a Material Definitive Agreement.
Kopin
Deferral
On
December 21, 2009, Vuzix Corporation (“Vuzix”) and Kopin Corporation (“Kopin”)
entered into a letter agreement pursuant to which payment of $746,000 of the
amount then due Kopin from Vuzix was deferred until January 15, 2011, at which
time the amount deferred, together with interest accrued at the rate of ten
percent (10%) per annum would be payable in full. On December 20,
2010, Vuzix and Kopin entered into a letter agreement effective as of December
23, 2010 (the “Kopin Agreement”) further deferring payment of the deferred
amount and deferring payment of interest accrued thereon of
$79,709.59. The aggregate amount deferred, $825,709.59, will bear
interest at the rate of twelve percent (12%) per annum from and after January
15, 2011, and will be payable, together with such interest, in twenty-five (25)
equal monthly installments of $37,108.44 each, commencing on January 15,
2011. The entire unpaid amount, and interest accrued thereon, will be
due and payable on January 15, 2013. In connection with
such deferral, Vuzix issued to Kopin a Warrant to purchase up to 1,651,419
shares of Vuzix $.001 par value Common Stock (“Common Stock”) at an exercise
price of $0.09965 per share (the “Kopin Warrant”). The Kopin Warrant
expires on January 15, 2013.
Vast
Deferral
On
December 21, 2009, Vuzix and Vast Technologies Inc. (“Vast”) entered into a
letter agreement pursuant to which payment of $1,000,000 of the amount then due
Vast from Vuzix was deferred until January 15, 2011, at which time the amount
deferred, together with interest accrued at the rate of ten percent (10%) per
annum would be payable in full. On December 13, 2010, Vuzix and Vast
entered into a letter agreement effective as of December 23, 2010 (the “Vast
Agreement”) further deferring payment of the deferred amount and interest
accrued thereon of $106,849.32. The aggregate amount deferred,
$1,106,849.32, will bear interest at the rate of twelve percent (12%) per annum
from and after January 15, 2011, and will be payable, together with such
interest, in thirty-seven (37) equal monthly installments of
$35,573.43 each, commencing on January 15, 2011. The entire unpaid
amount, and interest accrued thereon, will be due and payable on January 15,
2014. In connection with such deferral, Vuzix issued to Vast a
Warrant to purchase up to 1,662,274 shares of Common Stock at an exercise price
of $0.09965 per share (the “Vast Warrant”). The Vast Warrant expires
January 15, 2014.
Travers
Deferral
On
October 17, 2008, Vuzix and Paul J. Travers, the President of Vuzix (“Travers”)
entered into a revolving loan agreement. As of December 23, 2010 the
amount of principal and accrued interest due Travers under the Travers Agreement
was $258,658.20, which was payable on or before December 31, 2010. On
December 23, 2010, Vuzix and Travers entered into a letter agreement (the
“Travers Agreement”) agreeing that such amount will be payable, together with
interest thereon, in thirty-six (36) equal monthly installments of $8,504.12
each, commencing on January 31, 2011. The entire unpaid amount, and
interest accrued thereon, will be due and payable on December 31,
2013. In connection with such deferral, Vuzix issued to
Travers a Warrant to purchase up to 1.034,633 shares of Common Stock at an
exercise price of $0.09965 per share (the “Travers Warrant”). The
Travers Warrant expires on December 31, 2013.
Burtis
Deferral
On May 7,
2010 and on September 17, 2010, Vuzix and John Burtis entered into certain loan
agreements. As of December 23, 2010 the amount of principal and
accrued interest due Burtis under the Burtis Agreements was $135,763.01, which
was payable on or before December 31, 2010. On December 23, 2010,
Vuzix and Burtis entered into a letter agreement (the “Burtis Agreement”)
agreeing that such amount will be payable, together with interest thereon at a
rate of twelve percent (12%) per annum, in thirty-six (36) equal monthly
installments of $4463.80 each, commencing on January 31, 2011. The
entire unpaid amount, and interest accrued thereon, will be due and payable on
December 31, 2013. In connection with such deferral,
Vuzix issued to Travers a Warrant to purchase up to 543,052 shares of Common
Stock at an exercise price of $0.09965 per share (the “Burtis
Warrant”). The Burtis Warrant expires on the December 31,
2013.
SECTION
2 – FINANCIAL INFORMATION
ITEM
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Kopin Loan
Deferral
(1) On
December 20, 2010, Vuzix and Kopin entered into a letter agreement effective as
of December 23, 2010 (the “Kopin Agreement”) deferring payment of certain
amounts due Kopin from Vuzix.
(2) The
amount deferred, $825,709.59, will bear interest at the rate of twelve percent
(12%) per annum from and after January 15, 2011, and will be payable, together
with such interest, in twenty-five (25) equal monthly installments of $37,108.44
each, commencing on January 15, 2011. The entire unpaid amount, and
interest accrued thereon, will be due and payable on January 15,
2013.
(3) In
connection with such deferral, Vuzix issued to Kopin a Warrant to purchase up to
1,651,419 shares of Vuzix $.001 par value Common Stock (“Common Stock”) at an
exercise price of $0.09965 per share (the “Kopin Warrant”). The Kopin
Warrant expires on January 15, 2013.
Vast Loan
Deferral
(1) On
December 13, 2010, Vuzix and Vast entered into a letter agreement effective as
of December 23, 2010 (the “Vast Agreement”) deferring payment of certain amounts
due Vast from Vuzix
(2) The
amount deferred, $1,106,849.32, will bear interest at the rate of twelve percent
(12%) per annum from and after January 15, 2011, and will be payable, together
with such interest, in thirty-seven (37) equal monthly installments
of $35,573.43 each, commencing on January 15, 2011. The entire unpaid
amount, and interest accrued thereon, will be due and payable on January 15,
2014.
(3) In
connection with such deferral, Vuzix issued to Vast a Warrant to purchase up to
1,662,274 shares of Common Stock at an exercise price of $0.09965 per share (the
“Vast Warrant”). The Vast Warrant expires on January 15,
2014.
Travers
Loan Deferral
(1) On
December 23, 2010, Vuzix and Travers entered into a letter agreement (the
“Travers Agreement”) deferring payment of certain amounts due Travers from
Vuzix.
(2) The
amount deferred, $258,658.20, will be payable, together with interest thereon,
in thirty-six (36) equal monthly installments of $8504.12 each, commencing on
January 31, 2011. The entire unpaid amount, and interest accrued
thereon, will be due and payable on December 31, 2013.
(3) In
connection with such deferral, Vuzix issued to Travers a Warrant to purchase up
to 1,034,633 shares of Common Stock at an exercise price of $0.09965 per share
(the “Travers Warrant”). The Travers Warrant expires on December 31,
2013.
Burtis Loan
Deferral
(1) On
December 23, 2010, Vuzix and Burtis entered into a letter agreement (the “Burtis
Agreement”) deferring payment of certain amounts due Burtis from
Vuzix.
(2) The
amount deferred, $135,763.012, will be payable, together with interest thereon
at a rate of twelve percent (12%) per annum, in thirty-six (36) equal monthly
installments of $4463.80 each, commencing on January 31, 2011. The
entire unpaid amount, and interest accrued thereon, will be due and payable on
December 31, 2013.
(3) In
connection with such deferral, Vuzix issued to Burtis a Warrant to purchase up
to 543,052 shares of Common Stock at an exercise price of $0.0992 per share (the
“Burtis Warrant”). The Burtis Warrant expires on December 31,
2013.
SECTION
3 - SECURITES AND TRADING MARKETS
ITEM
3.02. Unregistered Sales of Equity Securities
(a) Pursuant
to the Kopin Agreement, on December 23, 2010, Vuzix issued to Kopin its Warrant
to purchase up to 1,651,419 shares of Common Stock at an initial exercise price
of $0.09965 per share, subject to limitation and adjustment as provided
therein.
Pursuant
to the Vast Agreement, on December 23, 2010, Vuzix issued to Vast its Warrant to
purchase up to 1,662,274 shares of Common Stock at an initial exercise price of
$0.09965 per share, subject to limitation and adjustment as provided
therein.
Pursuant
to the Travers Agreement, on December 23, 2010, Vuzix issued to Travers its
Warrant to purchase up to 1,034,633 shares of Common Stock at an initial
exercise price of $0.09965 per share, subject to limitation and adjustment as
provided therein.
Mr.
Travers is a related party within the meaning of Multilateral Instrument 61-101
- Protection of Minority
Security Holders in Special Transactions (“MI 61-101”) of the Canadian
Securities Administrators. Consequently, the issuance of the Travers
Warrant in connection with the deferral of indebtedness owing to Mr. Travers
constitutes a related party transaction within the meaning of MI 61-101
requiring Vuzix, in the absence of exemptions, to obtain a formal valuation for,
and minority shareholder approval of, the related party
transaction. Vuzix has determined that an exemption is available from
the formal valuation requirements under MI 61-101, specifically under section
5.5(a) thereof, which provides that at the time the transaction is agreed to,
neither the fair market value of the subject matter of, nor the fair market
value of the consideration for, the transaction, insofar as it involves related
parties, exceeds 25% of Vuzix’s market capitalization. Vuzix has
determined that an exemption is also available from the minority shareholder
approval requirements under the exemption in Section 5.7(a) of MI
61-101.
The Vuzix
board of directors consists of five “independent directors” as defined in MI
61-101 and approval of all five independent directors in respect of the related
party transaction (insofar as it related to the issuance of warrants to Mr.
Travers) was obtained by resolution in writing dated December 23, 2010. All of
the independent directors approved of the related party transaction and there
were no materially contrary views of any director. The Vuzix board of directors
determined that the debt deferral transactions, including the related party
transaction, are in the best interests of Vuzix. In its determination, the board
of directors came to its conclusion on the basis that: (i) the debt deferral
transactions (including the related party transaction) were necessary to enable
Vuzix to enter into a term credit facility; and (ii) the exercise price of the
warrants is above the market price of the Vuzix shares of common
stock.
Vuzix
disclosed all relevant information with respect to the related party transaction
as part of its press release dated December 23, 2010. The disclosure of the
related party transaction in the news release and this material change report is
less than 21 days prior to the closing of such related party
transaction. The disclosure of the related party transaction in the
news release and this material change report is reasonable given that the
related party transaction was negotiated in the context of the negotiation and
completion of the term credit facility, which negotiation concluded on the
closing date of such transactions.
On December 23, 2010, Vuzix issued
to John Burtis its Warrant to purchase up to 543,052 shares of Common Stock at
an initial exercise price of $0.09965 per share, subject to adjustment as
provided therein.
(b) All
of the securities specified in the preceding subparagraph (a) were issued in
consideration for the deferral by the persons to whom such warrants were issued
of certain obligations of Vuzix to them. No cash was received by
Vuzix in connection with such transactions. No commissions were paid
or are payable with respect to such issuances.
(c) Exemption
from registration of the securities specified in the preceding subparagraph (a)
is claimed under Section 4(2) of the Securities Act of 1933, as amended (the
“Act”). Vuzix reasonably believes that each of the persons to whom
such warrants were issued has knowledge and experience in finance and business
matters sufficient to evaluate the risks and merits of the investment and does
not intend to resell or distribute the securities to the public.
(d) The
Kopin Warrant expires on January 15, 2013.
The Vast
Warrant expires on January 15, 2014.
The
Warrants issued to Travers and Burtis expire on December 31, 2013.
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM
9.01. Exhibits
Following
is the Index of Exhibits furnished in accordance with Item 601 of Regulation
S-K, filed as part of this Current Report on Form 8-K or incorporated by
reference herewith:
|
10.1
|
Letter
Agreement, dated as of December 23, 2010, by and between Vuzix and
Kopin.
|
|
10.2
|
Letter
Agreement, dated as of December 23, 2010, by and between Vuzix and
Vast.
|
|
10.3
|
Letter
Agreement, dated as of December 23, 2010, by and between Vuzix and
Travers
|
|
10.4
|
Letter
Agreement, dated as of December 23, 2010, by and between Vuzix and
Burtis
|
|
10.5
|
Warrant
issued by Vuzix to Vast entitling Vast to purchase up to 1,662,274 shares
of Common Stock at an exercise price of $0.09965 per
share
|
|
10.6
|
Warrant
issued by Vuzix to Kopin entitling Kopin to purchase up to 1,662,274
shares of Common Stock at an exercise price of $0.09965 per
share
|
|
10.7
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Warrant
issued by Vuzix to Travers entitling Travers to purchase up to 1,034,633
shares of Common Stock at an exercise price of $0.09965 per
share
|
|
10.8
|
Warrant issued by Vuzix to Burtis
entitling Burtis to purchase up to 543,052 shares of Common Stock at an
exercise price of $0.09965 per
share
|
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.
|
VUZIX
CORPORATION
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|||
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Date: December
30, 2010
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By:
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/s/ Paul Travers | |
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Name: Paul
Travers
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|||
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Title: President
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|||
EXHIBIT
INDEX
Exhibit
Number Description
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10.1
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Letter
Agreement, dated as of December 23, 2010, by and between Vuzix and
Kopin
|
|
10.2
|
Letter
Agreement, dated as of December 23, 2010, by and between Vuzix and
Vast
|
|
10.3
|
Letter
Agreement, dated as of December 23, 2010, by and between Vuzix and
Travers
|
|
10.4
|
Letter
Agreement, dated as of December 23, 2010, by and between Vuzix and
Burtis
|
|
10.5
|
Warrant
issued by Vuzix to Vast entitling Vast to purchase up to 1,662,274 shares
of Common Stock at an exercise price of $0.09965 per
share
|
|
10.6
|
Warrant
issued by Vuzix to Kopin entitling Kopin to purchase up to 1,662,274
shares of Common Stock at an exercise price of $0.09965 per
share
|
|
10.7
|
Warrant
issued by Vuzix to Travers entitling Travers to purchase up to 1,034,633
shares of Common Stock at an exercise price of $0.09965 per
share
|
|
10.8
|
Warrant
issued by Vuzix to Burtis entitling Burtis to purchase up to 543,052
shares of Common Stock at an exercise price of $0.09965 per
share
|