-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TUDXx/SNrk9Ze5IUZ0VKoopo8zCsWJZci+w+boIXiQcDfR8qtLDXBCOY7TuyrUTc sVIFnqmDXRfkk0gMxaG+Hw== 0000950123-98-001455.txt : 19980218 0000950123-98-001455.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950123-98-001455 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980213 SROS: NONE GROUP MEMBERS: AMPHION PARTNERS L.L.C. GROUP MEMBERS: AMPHION VENTRUES LP GROUP MEMBERS: ANTIOPE PARTNERS L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LASERTECHNICS INC CENTRAL INDEX KEY: 0000710597 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 850294536 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35675 FILM NUMBER: 98538050 BUSINESS ADDRESS: STREET 1: 3208 COMMANDER DR CITY: CARROLLTON STATE: TX ZIP: 87113 BUSINESS PHONE: 5058221123 MAIL ADDRESS: STREET 1: 3208 COMMANDER DR CITY: CARROLLTON STATE: TX ZIP: 75006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMPHION VENTRUES LP CENTRAL INDEX KEY: 0001055075 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133962697 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128498116 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT #8 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Lasertechnics, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 518082 10 2 (CUSIP Number) Richard C.E. Morgan Christopher Smeall, Esq. Amphion Ventures L.P. Debevoise & Plimpton 590 Madison Avenue 875 Third Avenue New York, NY 10022 New York, NY 10022 (212) 849-8120 (212) 909-6457 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP No. 518082 10 2 Page 2 of 12 Pages (1) Names of Reporting Persons S.S. or I.R.S. Identifica- Amphion Ventures L.P. tion Nos. of Above Persons (formerly Wolfensohn Associates II L.P.) 13-3962697 - -------------------------------------------------------------------------- (2) Check the Appropriate Box (a) --- if a Member of a Group N/A (b) --- - -------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------- (4) Source of Funds BK, AF, SC - -------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) N/A - -------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 6,925,782 Beneficially Owned --------------------------------------------------- by Each Reporting (8) Shared Voting Power N/A Person With --------------------------------------------------- (9) Sole Dispositive Power 24,766,732 --------------------------------------------------- (10) Shared Dispositive Power- N/A - -------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 24,766,732 - -------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares N/A - -------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 44.8%(See Item 5.) - ---------------------------------------------------------------------- (14) Type of Reporting Person PN 3 SCHEDULE 13D CUSIP No. 518082 10 2 Page 3 of 12 Pages (1) Names of Reporting Persons S.S. or I.R.S. Identifica- Amphion Partners L.L.C. tion Nos. of Above Persons (formerly, Wolfensohn Partners II, LLC) 13-3962696 - ----------------------------------------------------------------------- (2) Check the Appropriate Box (a) --- if a Member of a Group N/A (b) --- - ----------------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------------- (4) Source of Funds BK, AF - ----------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) N/A - ----------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ----------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 567,500 (See Item 5.) Beneficially Owned ------------------------------------------------- by Each Reporting (8) Shared Voting Power Person With ------------------------------------------------- (9) Sole Dispositive Power 567,500 (See Item 5.) ------------------------------------------------- (10) Shared Dispositive Power - ----------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 25,334,232 (See Item 5.) - ----------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares N/A - ----------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 45.9%(See Item 5.) - ----------------------------------------------------------------------- (14) Type of Reporting Person OO 4 SCHEDULE 13D CUSIP No. 518082 10 2 Page 4 of 12 Pages (1) Names of Reporting Persons S.S. or I.R.S. Identifica- Antiope Partners L.L.C. tion Nos. of Above Persons (formerly Wolfensohn Partners, L.P.) 13-3260056 - ----------------------------------------------------------------------- (2) Check the Appropriate Box (a) --- if a Member of a Group N/A (b) --- - ----------------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------------- (4) Source of Funds BK, AF, SC - ----------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) N/A - ----------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ----------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 749,845 (See Item 5.) Beneficially Owned ------------------------------------------------ by Each Reporting (8) Shared Voting Power Person With ------------------------------------------------ (9) Sole Dispositive Power 2,559,845(See Item 5.) ------------------------------------------------ (10) Shared Dispositive Power - ----------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,559,845(See Item 5.) - ----------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares N/A - ----------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 5.1% (See Item 5.) - ----------------------------------------------------------------------- (14) Type of Reporting Person OO 5 SCHEDULE 13D CUSIP No. 518082 10 2 Page 5 of 12 Pages CONTINUATION PAGES OF AMENDMENT NO. 8 TO SCHEDULE 13D This Amendment No. 8 to the Statement on Schedule 13D, dated October 4, 1985 (the "Schedule 13D"), previously filed by Wolfensohn Associates L.P. (now known as Antiope Ventures L.P.) ("Ventures I") and Wolfensohn Partners, L.P. (now known as Antiope Partners L.L.C.) ("Partners I") is filed by Partners I, Amphion Ventures L.P. ("Ventures II") and Amphion Partners L.L.C. ("Partners II") and concerns the common stock, $.01 par value per share (the "Common Stock") of Lasertechnics, Inc. (the "Company"), a Delaware corporation, which has its principal executive offices at 3208 Commander Dr., Carrollton, Texas 75006. In Amendment No. 7, Ventures I was referred to as "Associates", Ventures II as "Associates II", and Partners I as "Partners." This Amendment No. 8 amends Items 3, 4, 5, 6, and 7. Item 3. Source and Amount of Funds or Other Consideration. On December 29, 1997, Ventures II acquired 700 shares of Series G Convertible Preferred Stock ("Series G Preferred") at a purchase price of $10,000 per share, totaling $7,000,000. Ninety-three of these shares of Series G Preferred were purchased at a price of $931,000. The remaining shares were acquired in consideration for an exchange of debt owing from the Company to Ventures II (the "Bridge Loan"), plus interest on the Bridge Loan principal, plus accrued but unpaid dividends on the Series A, B, and C Convertible Preferred Stock (respectively, "Series A Preferred", "Series B Preferred", and "Series C Preferred") held by Ventures II, plus the issuance of a note payable (the "Note Payable") to the Company for the balance of the purchase price. The Series A, B, and C Preferreds are described in their respective Certificates of Designation which are attached to Amendment 7 as Exhibits 17, 18, and 19, respectively, and incorporated herein by reference. The Note Payable is attached to this Amendment 8 as Exhibit 25 and is incorporated herein by reference. Thus, consideration for the December 29, 1997, acquisition by Ventures II of 700 shares of Series G Preferred Stock was from the following sources: Cash from Ventures II 931,000.00 Bridge Loan Principal 4,138,575.00 Interest on Converted Loans 63,120.85 Dividends Payable on Series A Preferred 276,145.76 Dividends Payable on Series B Preferred 276,145.87 Dividends Payable on Series C Preferred 156,328.64 Note Payable 1,158,683.88 - --------------------------------------- ------------ TOTAL 7,000,000.00 6 SCHEDULE 13D CUSIP No. 518082 10 2 Page 6 of 12 Pages Partners I's acquisition on December 29, 1997, of 48 shares of Series G Preferred, which had a face value of $10,000 per share, was in exchange for 48 shares of Series F Convertible Preferred Stock ("Series F Preferred"), which had an aggregate face value of $480,000. Each share of Series F Preferred has a liquidation preference of $10,000 plus interest, as set out in the Series F Preferred Stock Certificate of Designation which is attached to Amendment 7 as Exhibit 20 and incorporated herein by reference and is convertible into Common Stock based on the formula set forth in the Series F Preferred Stock Certificate of Designation. Partners I also exchanged accrued Series F Preferred dividends, totaling $16,938, for 2 additional shares of Series G Preferred Stock. As part of the transactions, Partners I also received one share of Common Stock for each $1.00 face amount of exchanged Series F Preferred Stock and accrued dividends, totaling 496,938 shares of Common Stock. On January 5, 1998 Ventures II extended the maturity date on its senior promissory note (face amount $400,000) from December 31, 1997 to December 31, 1998. As compensation for such extension Ventures II received 15,059 shares of Common Stock of the Company and 80,000 warrants for the Common Stock of the Company. On January 5, 1998 Partners I extended the maturity date on its senior promissory note (face amount $1.8 million) from December 31, 1997 to December 31, 1998. As compensation for such extension Partners I received 67,765 shares of Common Stock of the Company and 360,000 warrants for the Common Stock of the Company. Consideration for the January 8, 1998, reduction of the Note Payable described in Item 5(c) was $500,000 in cash from Ventures II. Consideration for the January 12, 1998, reduction of the Note Payable described in Item 5(c) was $350,000 in cash from Ventures II. Consideration for the February 6, 1998, reduction in the Note Payable described in Item 5(c) was $83,000 in cash from Ventures II. Consideration for the February 12, 1998, reduction in the Note Payable described in Item 5(c) was $131,000 in cash from Ventures II. Item 4. Purpose of Transactions. The exchanges, purchases and loans made by Partners I, Partners II, and Ventures II reported herein were all in connection with their respective general investment activities. In addition to the loans described herein, Partners I, Partners II, and Ventures II each has the right to acquire 7 SCHEDULE 13D CUSIP No. 518082 10 2 Page 7 of 12 Pages additional shares of Common Stock (or other capital stock of the Company), and to dispose of some or all of their respective current holdings of Common Stock or other capital stock of the Company or to exercise any warrants or other rights any of them may in the future have in respect thereof, in one or more open-market or privately negotiated transactions or otherwise, on such terms and at such times as each considers desirable. Item 5. Interest in Securities of the Issuer. (a) As of February 12, 1998, Ventures II owned the following interests in the Company:
COMMON STOCK EQUIVALENT IF TYPE OF SECURITY AMOUNT CONVERTED - -------------------------- ----------- ------------ Senior Promissory Notes $400,000 N/A Common Stock 6,925,782 N/A Series A Convertible 1,153,846 1,153,846 Preferred Stock Series B Convertible 1,056,338 1,056,338 Preferred Stock Series C Convertible 509,855 509,855 Preferred Stock Series G Convertible 700 14,000,000 Preferred Stock NOTE (1) Warrants 1,044,056 964,056 Options 76,855 76,855
NOTE (1): This sum assumes a Series G Preferred per share price of $10,000 divided by a Conversion Price of $0.50, as it has been initially set. As of February 12, 1998, Ventures II owns 6,925,782 shares of Common Stock, which Ventures II estimates is approximately 14.6% of the total issued and outstanding shares of the Common Stock of the Company. Assuming the exercise by Ventures II of all of its rights to convert all of the Series A Preferred, the Series B Preferred, the Series C Preferred, the warrants and the options held by it into Common Stock, Ventures II would be deemed the beneficial holder of 24,766,732 shares of Common Stock, which Ventures II estimates would constitute approximately 44.8% of the issued and outstanding shares of the Company (assuming all outstanding warrants had been exercised and 8 SCHEDULE 13D CUSIP No. 518082 10 2 Page 8 of 12 Pages all outstanding convertible securities had been converted into Common Stock) as of February 12, 1998. As of February 12, 1998, Partners I owned the following interests of Company: COMMON STOCK EQUIVALENT IF TYPE OF SECURITY AMOUNT CONVERTED - ------------------------ ---------- -------------- Senior Promissory Notes $1,800,000 N/A Common Stock 749,845 N/A Series G Convertible 50 1,000,000 Preferred Stock NOTE (1) Warrants 810,000 450,000 NOTE (1): This sum assumes a Series G Preferred per share price of $10,000 divided by a Conversion Price of $0.50, as it has been initially set. As of February 12, 1998, Partners I owns 749,845 shares of Common Stock, which Partners I estimates is approximately 1.6% of the total outstanding shares of the Common Stock of Company. Assuming the exercise by Partners I of all of its rights to convert all of the Series G Preferred and the warrants into Common Stock, Partners I would be deemed the beneficial holder of 2,559,845 shares of Common Stock, which Partners I estimates would constitute approximately 4.6% of the issued and outstanding shares of the Company (assuming all outstanding warrants had been exercised and all outstanding convertible securities had been converted into Common Stock) as of February 12, 1998. As of February 12, 1998, Partners II owned 567,500 shares of Common Stock, which is estimated by Partners II to represent approximately 1.2% of the issued and outstanding shares of the Common Stock of the Company. (In addition, see the holdings of Ventures II, above in which Partners II is a general partner and holds 0.2% of the total partnership interests). There has been no material change in the ownership of interests in the Company by Richard C.E. Morgan or James D. Wolfensohn since the filing of Amendment No. 7. As of December 31, 1997, options owned by Richard C.E. Morgan vested with respect to 12,500 shares of Common Stock. The acquisition of 12,500 shares of Common Stock would represent less than one percent change in beneficial ownership. 9 SCHEDULE 13D CUSIP No. 518082 10 2 Page 9 of 12 Pages (b) Reference is made to Rows (7) through (10) of each Reporting Person's cover page. (c) This amendment and filing reports the following events: On December 29, 1997, Ventures II acquired 700 shares of Series G Preferred at a purchase price of $10,000 per share, totaling $7,000,000. Consideration was in the form of an equity purchase, the Bridge Loan, plus interest on the Bridge Loan principal, plus accrued but unpaid dividends on the Series A, B, and C Preferreds held by Ventures II, plus the issuance of the Note Payable. On December 29, 1997, Partners I exchanged 48 shares of Series F Preferred, which had an aggregate face value of $480,000, for an equivalent face amount of Series G Preferred Stock at a price of $10,000 per share, and thus received 48 shares of Series G Preferred Stock. Partners I also exchanged accrued dividends on the Series F Preferred, totaling $16,938, for 2 additional shares of Series G Preferred Stock. Each share of Series G Preferred has a liquidation preference over all Common Stock of the Issuer equal to the stated value of all such shares of preferred stock outstanding at the time plus accrued dividends. Series G Preferred shares are convertible in whole at any time and in part from time to time into non-assessable shares of Common Stock equal to the quotient of (i) the aggregate original Series G issue price of the shares of Series G Preferred Stock ($10,000/share) being divided by (ii) the Conversion Price, which shall initially be set at fifty cents, subject to adjustment from time to time due to merger, consolidation, or another reason set forth in the Series G Certificate of Designation which is attached hereto as Exhibit 2 and incorporated herein by reference. As part of the December 29, 1997, transaction, Partners I also received one share of Common Stock for each $1.00 face amount of exchanged Series F Preferred Stock and accrued dividends, totaling 496,938 shares of Common Stock. On January 5, 1998 Ventures II extended the maturity date on its senior promissory note (face amount $400,000) from December 31, 1997 to December 31, 1998. As compensation for such extension Ventures II received 15,059 shares of Common Stock of the Company and 80,000 warrants for the Common Stock of the Company. On January 5, 1998 Partners I extended the maturity date on its senior promissory note (face amount $1.8 million) from December 31, 1997 to December 31, 1998. As compensation for such extension Partners I received 67,765 shares of Common Stock of the Company and 360,000 warrants for the Common Stock of the Company. 10 SCHEDULE 13D CUSIP No. 518082 10 2 Page 10 of 12 Pages On January 8, 1998, the Note Payable was reduced by $500,000 in exchange for that amount in cash from Ventures II to the Company. On January 12, 1998, the Note Payable was reduced by $350,000 in exchange for that amount in cash from Ventures II to the Company. On February 6, 1998, the Note Payable was reduced by $83,000 in exchange for that amount in cash from Ventures II to the Company. On February 12, 1998, the Note Payable was reduced by $131,000 in exchange for that amount in cash from Ventures II to the Company. Except as reported herein, none of Ventures II, Partners II or Partners I or, to the best knowledge of each of them or any of the managing members of Partners I or Partners II, any of their controlling persons, has effected any transactions in the Common Stock (or securities convertible into Common Stock) since Amendment 7 was filed. (d) No amendment. (e) Not applicable. Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer. On January 8, 1998, the Company submitted a preliminary proxy statement (the "Preliminary Proxy") to the Securities and Exchange Commission concerning a proposed meeting by the shareholders of the Company to vote on various amendments to the Company's Certificate of Incorporation, to authorize certain issuances of Common Stock to acquire certain technology and related rights, to change the Company's name, and to transact other business as may properly come before the meeting. On January 22, 1998 the Company submitted to the Securities and Exchange Commission an amended preliminary proxy statement (the "Amended Preliminary Proxy") which listed the proposed amendments as a one-for-twenty reverse stock split of the outstanding Common Stock, non-voting Common Stock, Series A, B, and, C Preferreds, and would also provide certain corresponding changes for the Series A, B, and, C Preferreds, the reduction of the number of authorized shares, and changing the Company's name. Neither the Preliminary Proxy nor the Amended Preliminary Proxy statements are final and both are open to further amendment and SEC review. Both documents are publicly filed. Except as reported herein and in previous reports, none of Partners I, Ventures II, Partners II or, to the best knowledge of Partners I, Ventures II and Partners II, none of the managing members of Partners I or Partners II or any of their controlling persons has entered into any contracts, arrangements, 11 SCHEDULE 13D CUSIP No. 518082 10 2 Page 11 of 12 Pages understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, which are in effect as of the date hereof. Item 7. Material to be Filed as Exhibits. The following is attached hereto: Exhibit 23. Joint Filing Agreement Exhibit 24. Certificate of Designation for Series G Preferred Stock. Exhibit 25. Note Payable, dated as of January 29, 1998, from Ventures II to the Company. Notes which the Company is obligated to issue but has not yet issued are not attached hereto. The following are incorporated by reference to other filings: The Series A, B, and C Preferreds are described in their respective Certificates of Designation which are attached to Amendment 7 as Exhibits 17, 18, and 19, respectively. The Series F Preferred Stock Certificate of Designation which is attached to Amendment 7 as Exhibit 20. 12 SCHEDULE 13D CUSIP No. 518082 10 2 Page 12 of 12 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 12, 1998 ANTIOPE PARTNERS L.L.C. (formerly Wolfensohn Partners L.P.) By: //s --------------------------------------- Richard C.E. Morgan a Managing Member AMPHION VENTURES L.P. (formerly, Wolfensohn Associates II L.P.) By: Amphion Partners L.L.C. (formerly Wolfensohn Partners II, LLC) its general partner By: //s --------------------------------------- Richard C.E. Morgan a Managing Member AMPHION PARTNERS L.L.C. (formerly Wolfensohn Partners II, LLC) By: //s --------------------------------------- Richard C.E. Morgan a Managing Member EX-99.23 2 JOINT FILING AGREEMENT 1 Exhibit 23 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Schedule 13D to which this Agreement is attached. Dated: February 9, 1998 ANTIOPE PARTNERS L.L.C. (formerly Wolfensohn Partners L.P.) By: //s -------------------------------- Richard C.E. Morgan a Managing Member AMPHION VENTURES L.P. (formerly Wolfensohn Associates II, L.P.) By: Amphion Partners L.L.C. (formerly Wolfensohn Partners II, L.L.C.) its general partner By: //s -------------------------------- Richard C.E. Morgan a Managing Member AMPHION PARTNERS L.L.C. (formerly Wolfensohn Partners II, LLC) By: //s -------------------------------- Richard C.E. Morgan a Managing Member EX-99.24 3 CERTIFICATE OF DESIGNATION 1 Exhibit 24 CERTIFICATE OF DESIGNATION OF SERIES G PREFERRED STOCK OF LASERTECHNICS, INC. PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE LASERTECHNICS, INC. (the "Company"), a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY as follows: 1. The name of the Company is Lasertechnics, Inc. a Delaware corporation. 2. The Certificate of Incorporation of the Company, as amended, authorizes the issuance of Seven Million (7,000,000) shares of preferred stock, $.01 par value per share, and expressly vests in the Board of Directors of the Company the authority provided therein to issue any or all of said shares in one or more series and by resolution or resolutions to establish the designation and number and to fix the relative rights and preferences of each series to be issued. 3. On December 29, 1997, the Board of Directors of the Company (the "Board of Directors"), pursuant to the authority expressly vested in it as aforesaid, adopted the following resolutions creating a series of 2,500 shares of Preferred Stock designated as the "Series G Preferred Stock": RESOLVED, that two thousand five hundred (2,500) of the seven million (7,000,000) authorized shares of Preferred Stock of the Company shall be designated Series G Preferred Stock, $.01 par value per share, and shall possess the rights and preferences set forth below: SECTION 1. DESIGNATION AND AMOUNT. The shares of such series shall have a par value of $.01 per share and shall be designated as Series G Preferred Stock (the "Series G Preferred Stock") and the number of shares constituting the Series G Preferred Stock shall be TWO THOUSAND FIVE HUNDRED (2,500). The Series G Preferred Stock shall have a stated value of Ten Thousand Dollars ($10,000) per share (the "Original Series G Issue Price"). -1- 2 SECTION 2. RANK. The Series G Preferred Stock shall rank: (i) junior to any other class or series of capital stock of the Company hereafter created specifically ranking by its terms senior to the Series G Preferred Stock (collectively, the "Senior Securities"); (ii) prior to all of the Company's Common Stock and Non-Voting Common Stock, each $.01 par value per share ("Common Stock"); (iii) prior to any class or series of capital stock of the Company hereafter created not specifically ranking by its terms senior to or on parity with the Series G Preferred Stock (collectively, with the Common Stock, "Junior Securities"); and (iv) on parity with the Series A Preferred Stock of the Company, par value $.01 per share (the "Series A Preferred Stock"), the Series B Preferred Stock of the Company, par value $.01 per share (the "Series B Preferred Stock"), the Series C Preferred Stock of the Company, par value $.01 per share (the "Series C Preferred Stock"), the Series D Preferred Stock of the Company, par value $.01 per share (the "Series D Preferred Stock"), the Series E Preferred Stock of the Company, par value $.01 per share (the "Series E Preferred Stock") the Series F Preferred Stock of the Company, par value $.01 per share (the "Series F Preferred Stock") and any class or series of capital stock of the Company hereafter created specifically ranking by its terms on parity with the Series G Preferred Stock ("Parity Securities") in each case as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (all such distributions being referred to collectively as "Distributions"). SECTION 3. DIVIDENDS AND DISTRIBUTIONS. (a) Subject to Section 3(d), the holders of record of shares of Series G Preferred Stock (the "Holders"), in preference to the holders of shares of capital stock ranking junior to the Series G Preferred Stock as to dividends, shall be entitled to receive dividends on each share of Series G Preferred Stock held of record at the annual rate of 8% of the Original Series G Issue Price, payable semi-annually, to the extent of funds legally available therefor. Such dividends shall be cumulative, shall accrue on each share on a daily basis (calculated on the basis of a 360-day year, whether or not earned or declared, from the date of original issue of such shares) and shall be payable in arrears, when, as and if declared by the Board, on the last day of June and December in each year (each such date, a "Dividend Payment Date"). Each such dividend will be paid to the Holders as they appear on the stock register of the Company on the record date therefor as shall be fixed by the Board of Directors, which record date shall not be more than 25 days or less than 10 days preceding the payment date thereof. (b) The Company may, at its option, make any dividend payment to Holders of Series G Preferred Stock in cash or in additional shares (including fractional shares) of Series G Preferred Stock or in any combination of cash and such shares. Each such dividend payment (or portion thereof) to be paid in shares of Series G Preferred Stock shall be paid by the issuance and delivery to such Holders of that number of additional shares (including any fractional shares, if applicable) of Series G Preferred Stock as shall be equal to the quotient obtained by dividing the aggregate dollar amount of such dividend payment (or portion thereof) by the Original Series G Issue Price per share. Dividends to be paid in additional shares of Series G Preferred Stock shall be deemed to have been made when certificates representing such additional shares of Series G Preferred Stock have been delivered to the record holders of the Series G Preferred Stock entitled to receive the same, in accordance with the instructions of such holders designated in writing to the -2- 3 Company at least two business days prior to any Dividend Payment Date. All shares of Series G Preferred Stock paid as such dividends ("Dividend Shares") shall be validly issued, fully paid and non-assessable, shall be free and clear of preemptive rights and liens, claims and encumbrances of any kind. Subject to the other provisions of this Certificate of Designation, holders of shares of Series G Preferred Stock shall not be entitled to any dividend, whether payable in cash, additional shares of Series G Preferred Stock, or other property, in excess of full cumulative dividends as herein provided. No interest, or sum of money in lieu of interest, shall be payable under this Certificate of Designation in respect of any dividend payment or payments on the Series G Preferred Stock which may be in arrears. (c) So long as any Series G Preferred Stock remains outstanding, the Company will not redeem, purchase or otherwise acquire any Junior Securities; nor will the Company declare or pay any dividend or make any distribution (in each case, whether in cash or securities or assets in kind) upon any Junior Securities (other than stock dividends on Junior Securities, payable in shares of, options, warrants or similar rights to acquire shares of, the same class (and series, if applicable) of Junior Securities), or make any sinking fund or other payment in respect of any of the foregoing if the Company shall not have paid in full all accrued dividends on the Series G Preferred Stock in accordance with Section 3(a) hereof. (d) Anything contained herein to the contrary notwithstanding, if at any time that any shares of Series G Preferred Stock are outstanding, the closing bid price per share of the Common Stock on The Nasdaq Stock Market (or, if the Common Stock is not then included in Nasdaq, but is listed on any national securities exchange, on the principal national securities exchange on which the Common Stock is then listed) remains above $1.00 per share (as adjusted for any stock splits, reverse stock splits, stock dividends or similar events after the date of this Certificate of Designation) for 20 consecutive trading days, then, commencing on such 20th trading day, the cumulative dividend will not be payable; provided, however, that if the closing bid price per share of the Common Stock remains below $1.00 for 20 consecutive trading days (as so adjusted), then the dividend will resume as of such 20th day. SECTION 4. LIQUIDATION PREFERENCE. (a) In the event of any liquidation, dissolution or winding up of the Company ("Liquidation Event"), either voluntary or involuntary, the Holders of shares of Series G Preferred Stock shall be entitled to receive, immediately after any distributions to Senior Securities required by the Company's Certificate of Incorporation or any certificate of designation, and prior in preference to any distribution to Junior Securities, and in parity with any distribution to Parity Securities, an amount for each share of Series G Preferred Stock then outstanding equal to the Original Series G Issue Price, plus any and all accrued unpaid dividends. If upon the occurrence of such event, and after payment in full of the preferential amounts with respect to the Senior Securities, the assets and funds available to be distributed among the Holders of the Series G Preferred Stock and Parity Securities shall be insufficient to permit the payment to such Holders of the full preferential amounts due to the Holders of the Series G Preferred Stock and the Parity -3- 4 Securities, respectively, then the entire assets and funds of the Company legally available for distribution shall be distributed among the Holders of the Series G Preferred Stock and the Parity Securities, pro rata, based on the respective liquidation amounts to which each such series of stock is entitled by the Company's Certificate of Incorporation and any certificate(s) of designation relating thereto. (b) Upon the completion of the distribution required by subsection 4(a), if assets remain in this Company, they shall be distributed to holders of Junior Securities in accordance with the Company's Certificate of Incorporation including any duly adopted certificate(s) of designation. (c) At each Holder's option, a sale, conveyance or disposition of all or substantially all of the assets of the Company or the effectuation by the Company of a transaction or series of related transactions in which any person or entity acquires more than fifty percent (50%) of the voting power of the Company (a "Change of Control") shall be deemed to be a Liquidation Event as defined in Section 4(a); provided further that (i) a consolidation, merger, acquisition, or other business combination of the Company with or into any other publicly traded company or companies shall not be treated as a Liquidation Event as defined in Section 4(a), but instead shall be treated pursuant to Section 5(d)(ii) hereof, and (ii) a consolidation, merger, acquisition, or other business combination of the Company with or into any other non-publicly traded company or companies shall be treated as a Liquidation Event as defined in Section 4(a). The Company shall not effect any transaction described in subsection 4(c)(ii) unless it first gives thirty (30) business days prior notice of such transaction (during which time the Holder shall be entitled to convert its shares of Series G Preferred Stock into Common Stock). For purposes of this Section 4(c), the public offering, sale or distribution of shares of stock (or assets) of the Company's Sandia Imaging Systems Corp. subsidiary or the Lasertechnics Marking Corporation subsidiary (but not both) shall not be deemed to be a Liquidation Event. (d) In the event that, immediately prior to the closing of a transaction described in Section 4(c) which would constitute a Liquidation Event, the cash distributions required by Section 4(a) have not been made, the Company shall either: (i) cause such closing to be postponed until such cash distributions have been made, or (ii) cancel such transaction, in which event the rights of the Holders of Series G Preferred Stock shall be the same as existing immediately prior to such proposed transaction. SECTION 5. CONVERSION. The record Holders of this Series G Preferred Stock shall have conversion rights as follows (the "Conversion Rights"): (a) Right to Convert. On the terms and subject to the conditions set forth in this Certificate of Designation, each record Holder of Series G Preferred Stock shall be entitled to convert the shares of Series G Preferred Stock held by such Holder, in whole at any time and in part from time to time, into a number of fully-paid and non-assessable shares of voting Common Stock of the Company equal to the quotient of (i) the aggregate Original Series G Issue Price of the shares of Series G Preferred Stock being converted divided by (ii) the Conversion Price as determined -4- 5 pursuant to this Section 5 (the "Conversion Price"). The Conversion Price shall initially be FIFTY CENTS ($.50) per share of Series G Preferred Stock. The Conversion Price shall be subject to adjustment from time to time as provided in Section 5(d). (b) Mechanics of Conversion. Conversion of shares of Series G Preferred Stock may be effected by written notice to the Company, and shall be effective upon receipt of such notice by the Company, or as otherwise provided in such notice, and delivery to the Company of (i) one or more certificates representing the shares of Series G Preferred Stock being converted, (ii) a certificate of guaranteed delivery of such certificates reasonably satisfactory to the Company, or (iii) evidence of the loss, theft or destruction of such certificates pursuant to Section 10 of this Certificate of Designation, together with any indemnity or security reasonably requested by the Company pursuant to such Section 10. Upon any conversion of shares of Series G Preferred Stock pursuant to this Section 5, the Holder shall be deemed to be the record holder of the shares of Common Stock into which shares of Series G Preferred Stock have been converted and shall be entitled to receive duly executed certificates, in proper form, representing such shares of voting Common Stock as soon as practicable thereafter. Anything contained herein to the contrary notwithstanding, if any conversion of shares of Series G Preferred Stock would create a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, such fractional share shall be disregarded and the number of shares of Common Stock issuable upon such conversion, in the aggregate, shall be rounded to the nearest whole number of shares (with one-half of a share rounded up). (c) Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Series G Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding Series G Preferred Stock; provided, however, that the Company shall not have any obligation under this sentence prior to the earlier of (i) the second business day after the stockholders of the Company approve an amendment to the Certificate of Incorporation of the Company effecting a one-for-twenty reverse stock split of the issued and outstanding shares of Common Stock, as provided in the preliminary proxy statement of the Company dated January 8, 1998, and (ii) June 30, 1998. If at any time the number of authorized but unissued shares of Common Stock (excluding for this purpose any authorized but unissued shares of Common Stock that are properly reserved for some other purpose) shall be insufficient to cause the conversion into Common Stock of all shares of Series G Preferred Stock then outstanding, the Company will take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. (d) Adjustment to Conversion Rate. (i) Adjustment to Conversion Price Due to Stock Split, Stock Dividend, Etc. If, at any time that any shares of Series G Preferred Stock remaining outstanding, the number of outstanding shares of Common Stock is increased by a stock split, stock dividend, or other similar -5- 6 event, the Conversion Price shall be proportionately reduced, or if the number of outstanding shares of Common Stock is decreased by a reverse stock split, combination or reclassification of shares, or other similar event, the Conversion Price shall be proportionately increased. (ii) Adjustment Due to Merger, Consolidation, Etc. If, at any time that any shares of Series G Preferred Stock remain outstanding, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity, or there is a sale of all or substantially all the Company's assets or there is a Change of Control not deemed to be a Liquidation Event pursuant to section 4(c), then the Holders shall thereafter have the right to receive upon conversion of shares of Series G Preferred Stock, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities and/or other assets which the Holder would have been entitled to receive in such transaction had such shares of Series G Preferred Stock been converted immediately prior to such transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holders of the Series G Preferred Stock to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Series G Preferred Stock) shall thereafter be applicable, as nearly as may be practicable in relation to any securities thereafter deliverable upon the exercise hereof. The Company shall not effect any transaction described in this subsection 5(d)(ii) unless (A) it first gives thirty (30) business days prior notice of such merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event (during which time the Holders shall be entitled to convert their shares of Series G Preferred Stock into Common Stock) and (B) the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligations of the Company under this Certificate of Designation including this subsection 5(d)(ii). SECTION 6. VOTING. The Holders shall be entitled to vote, together with the holders of the Company's voting Common Stock, as a single class, on all matter submitted to a vote of the stockholders of the Company, or as to which the holders of the voting Common Stock shall otherwise be entitled to vote. In all such matters, the Holders shall be entitled to cast, for each share of Series G Preferred Stock held of record, a number of votes equal to the product of (i) the number of votes that one share of voting Common Stock shall be entitled to cast on such matter times (ii) the number of shares of voting Common Stock into which one share of Series G Preferred Stock is convertible on the record date for such vote. As used in this Section 6, all references to votes and voting shall refer as well to action and actions by written consent. SECTION 7. OPTIONAL REDEMPTION BY COMPANY. The Series G Preferred Stock shall be subject to optional redemption by the Company, in whole at any time or in part from time to time, at a redemption price per share equal to the Original Series G Issue Price, plus any and all accrued unpaid dividends thereon. The Company shall give at least 10 days' prior written notice of any redemption pursuant to this Section 7 to each Holder of shares of Series G Preferred Stock -6- 7 to be redeemed. The Company's optional right of redemption is subject to each Holder's right to convert all or any part of the shares to be redeemed into Common Stock pursuant to Section 5, provided that the Holder gives written notice of such conversion to the Company in accordance with Section 5 within 10 business days after the Company's notice of redemption. The Holders of Series G Preferred Stock shall not be entitled to any mandatory redemption of their Shares without the consent of the Company. SECTION 8. STATUS OF CONVERTED OR REDEEMED STOCK. In the event any shares of Series G Preferred Stock shall be converted pursuant to Section 5 hereof or redeemed pursuant to Section 7 hereof, the shares so converted or redeemed shall be canceled, shall return to the status of authorized but unissued Preferred Stock of no designated series, and shall not thereafter be issuable by the Company as Series G Preferred Stock. SECTION 9. OTHER PREFERRED STOCK. Nothing contained herein shall be construed to prevent the Board of Directors from authorizing the creation of, or to prevent the Company from issuing shares of, one or more series of Preferred Stock senior to, junior to or on parity with the Series G Preferred Stock as to dividend, liquidation rights or otherwise. SECTION 10. LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation of any certificates representing shares of Series G Preferred Stock, and (in the case of loss, theft or destruction) of indemnity or security reasonably satisfactory to the Company, and upon surrender and cancellation of the certificate(s), if mutilated, the Company shall execute and deliver to the record Holder thereof new certificate(s) of like tenor and date. However, the Company shall not be obligated to re-issue such lost or stolen certificates if the Holder contemporaneously requests the Company to convert such shares of Series G Preferred Stock into shares of Common Stock. 4. This Certificate of Designation may be executed on separate counterparts and shall be effective as of the date signed. Signed on December 31, 1997 //s ---------------------------------------- Richard C. E. Morgan Chairman and C.E.O. Attest: - ---------------------------------- Harry S. Budow Secretary -7- EX-99.25 4 NOTE PAYABLE 1 Exhibit 25 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS, NOR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THOSE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION THEREFROM. AMPHION VENTURES L.P. SENIOR PROMISSORY NOTE $1,158,683.88 December 29, 1997 AMPHION VENTURES L.P., a Delaware limited partnership ("Amphion"), for value received, hereby promises to pay to LASERTECHNICS, INC., a Delaware corporation (the "Holder"), on demand, the aggregate principal amount of ONE MILLION, ONE HUNDRED FIFTY-EIGHT THOUSAND, SIX HUNDRED EIGHTY-THREE and 88/100 DOLLARS ($1,158,683.88), together with interest thereon from the date of this Note, at the rate of six percent (6%) per annum, calculated on the basis of the actual number of days elapsed over a 364- (or 365-) day year. Each payment received by the Holder hereunder shall be applied first to accrued interest on and then to the unpaid principal amount of this Note, and shall be recorded on the Grid below. This Note is the Senior Promissory Note issued by Amphion to the Holder pursuant to the Series G Preferred Stock Purchase Agreement dated as of December 29, 1997 (the "Purchase Agreement"), among Amphion, Antiope Partners L.L.C. and the Holder. Payment of principal and interest shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. All such payments shall be made by wire transfer of Federal funds in accordance with the written instructions of the Holder or, in the absence of such instructions, by check mailed to the Holder at the address last given to Amphion by the Holder in writing for such purpose. This Note may be paid in whole or in part at any time at the option of Amphion, without premium or penalty, upon written notice to the Holder. Amphion hereby waives presentment for payment, demand for payment, notice of nonpayment, protest and notice of protest. This Note shall be binding upon Amphion and its successors and assigns, but shall not be transferable by the Holder without the prior written consent of Amphion. This Note shall be governed by and construed in accordance with the laws of the State of New York, without reference to its rules as to conflicts of law. Page 1 of 2 2 IN WITNESS WHEREOF, Amphion has caused this Note to be duly executed and delivered by the undersigned representative of Amphion, thereunto duly authorized. AMPHION VENTURES L.P. By Amphion Partners L.L.C., its general partner By: //s ------------------------------------- Name: Richard C.E. Morgan Title: Managing Member GRID
PAYMENTS BALANCE DUE - ----------------------------------------------------- -------------------------------- Balance Due Date Made Principal Interest on Principal Recorded By - --------- --------- -------- ------------ ----------- $1,158,683.88
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