-----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, GpkwUFFAIKbKgs+j1MDKdLXVGjqDGxps+bRZitfV1qKU944KpgEa0biM6UfAYkH4 Du9VCYocNhzkvvYmFEOASA== 0001181431-04-030112.txt : 20040609 0001181431-04-030112.hdr.sgml : 20040609 20040609154456 ACCESSION NUMBER: 0001181431-04-030112 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040528 FILED AS OF DATE: 20040609 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ANALEX CORP CENTRAL INDEX KEY: 0000044800 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 112120726 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 5904 RICHMOND HIGHWAY STREET 2: SUITE 300 CITY: ALEXANDRIA STATE: VA ZIP: 22303 BUSINESS PHONE: 703-329-9400 MAIL ADDRESS: STREET 1: 5904 RICHMOND HIGHWAY STREET 2: SUITE 300 CITY: ALEXANDRIA STATE: VA ZIP: 22303 FORMER COMPANY: FORMER CONFORMED NAME: HADRON INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BIORAD INC DATE OF NAME CHANGE: 19710304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New York Life Capital Partners II, L.P. CENTRAL INDEX KEY: 0001293286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31613 FILM NUMBER: 04856027 BUSINESS ADDRESS: STREET 1: 51 MADISON AVENUE, ROOM 3009 CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212 576-6550 MAIL ADDRESS: STREET 1: 51 MADISON AVENUE, ROOM 3009 CITY: NEW YORK STATE: NY ZIP: 10010 3 1 rrd44939.xml FORM 3 DATED ON 05/28/2004 X0202 3 2004-05-28 0 0000044800 ANALEX CORP NLX 0001293286 New York Life Capital Partners II, L.P. 51 MADISON AVENUE NEW YORK NY 10010 0 0 1 0 Secured Senior Subordinated Convertible Note 3.50 2004-09-25 Series B Convertible Pref. Stock, par value $0.02 per share 1000000 D Warrant for Common Stock (right to buy) 4.32 2014-05-28 Common Stock, par value $0.02 per share D The Issuer's secured senior subordinated convertible promissory notes (each, a "Senior Subordinated Note") may not be converted into shares of the Issuer's Series B convertible preferred stock, $0.02 par value per share (the "Series B Preferred Stock") until the Issuer's existing stockholders approve (i) the conversion of the Senior Subordinated Notes into shares of Series B Preferred Stock and the issuance of the shares of the Series B Preferred Stock upon such conversion, (ii) the exercise of detachable ten-year warrants (each, a "Common Stock Warrant") to purchase the Issuer's common stock, par value $0.02 per share (the "Common Stock") and the subsequent issuance of shares of Common Stock upon such exercise and (iii) the issuance of shares of Common Stock upon conversion of the shares of Series B Preferred Stock (collectively, the "Stockholder Approval"). Upon Stockholder Approval, the Senior Subordinated Note issued to the Reporting Person automatically converts into shares of Series B Preferred Stock. If the Reporting Person's Senior Subordinated Note has not already converted into shares of Series B Preferred Stock pursuant to Stockholder Approval, its Senior Subordinated Note matures 120 days from May 28, 2004 (the "First Closing Date"), the initial date of the issuance of the Senior Subordinated Notes pursuant to that certain Purchase Agreement, dated May 28, 2004, by and among the Issuer, the Reporting Person and other investors, although this 120-day period may be extended to 180 days from the First Closing Date under certain circumstances, including the Securities and Exchange Commission's review of the Issuer's filings in connection with the Stockholder Approval, prior to the Issuer's receipt of Stockholder Approval necessary for the conversion. Upon Stockholder Approval, the outstanding principal and accrued interest on the Senior Subordinated Notes is automatically converted into shares of Series B Preferred Stock at a conversion price of $3.50 per share of Series B Preferred Stock (the "Series B Original Issue Price"), which is the closing price of the Common Stock on May 27, 2004. The Reporting Person's Senior Subordinated Note, with the initial principal amount of $3,500,000, is convertible into 1,000,000 shares of Series B Preferred Stock. The Reporting Person's shares of Series B Preferred Stock are convertible at the Reporting Person's sole option into shares of Common Stock at a per share conversion price (the "Conversion Price") of the lowest of (i) $3.10; (ii) the price that reflects a 20% discount to the trailing average closing price of the Issuer's Common Stock for the twenty consecutive trading days immediately preceding the date of the initial conversion of any Senior Subordinated Notes (the "Issue Date"), but in no event less than $2.80; and (iii) the closing price of the Issuer's Common Stock on the day immediately preceding the Issue Date; provided that if Stockholder Approval for the conversion of the Senior Subordinated Notes occurs during certain uncured events of default of the Issuer, the Conversion Price will not be subject to the $2.80 floor price under subparagraph (ii) above. The Reporting Person's shares of Series B Preferred Stock will automatically convert into shares of Common Stock if (i) any time following eighteen months after the Issue Date, the average closing price of the Common Stock over a twenty consecutive trading day period exceeds 2.5 times the Series B Original Issue Price (as adjusted for certain dilutive equity issuances and for stock splits and similar events related to the Series B Preferred Stock) and (ii) if the Issuer forces the Reporting Person to convert its shares of Series B Preferred Stock; the shares of Series B Preferred Stock would convert using the Conversion Price in effect on the date the Issuer so forces the conversion. In addition, the Reporting Person's shares of Series B Preferred Stock will also automatically convert into shares of Common Stock (i) if the Reporting Person does not accept an offer by the Issuer, within sixty days of delivery of such offer, to purchase the Reporting Person's shares of the Series B Preferred Stock for at least 2.5 times the Series B Original Issue Price (as so adjusted) and (ii) if the Issuer forces the Reporting Person to convert its shares of Series B Preferred Stock; the shares of Series B Preferred Stock would convert using the Conversion price in effect on the date the Issuer so forces the conversion. The Reporting Person's shares of Series B Preferred Stock will automatically convert into shares of Common Stock upon the agreement of the holders of 75% of the shares of Series B Preferred Stock using the Conversion Price then in effect. The Reporting Person's Common Stock Warrant is not exercisable prior to Stockholder Approval. Upon Stockholder Approval, the Reporting Person's Common Stock Warrant is exercisable at the sole option of the Reporting Person for one share of Common Stock for every five shares of Common Stock issued or issuable upon conversion of the Reporting Person's shares of Series B Preferred Stock that are issued or issuable upon the conversion of the principal amount of the Reporting Person's Senior Subordinated Note. The exercise price of the Common Stock Warrants is $4.32 per share (representing a 25% premium to the trailing average closing price of the Common Stock for the twenty trading days immediately preceding the First Closing Date, subject to adjustment for stock splits, stock dividends and similar events. By: NYLCAP Manager LLC, investment manager of Reporting Person 2004-06-09 /s/ James M. Barker V, Vice President of NYLCAP Manager LLC 2004-06-09 -----END PRIVACY-ENHANCED MESSAGE-----