UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 16, 2004
LIQUIDMETAL TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 000-31332 20-0121262
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
25800 Commercentre Dr., Suite 100
Lake Forest, CA 92630
(Address of Principal Executive Offices; Zip Code)
Registrant's telephone number, including area code: (949) 206-8000
100 North Tampa St., Suite 3150
Tampa, Florida 33602
(Registrant's Former Address)
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LIQUIDMETAL TECHNOLOGIES, INC.
FORM 8-K
Item 5. Other Events and Regulation FD Disclosure.
The following information is being furnished under Item 5 of Form 8-K: Press
release, dated January 16, 2004, by Liquidmetal Technologies, Inc. announcing
that it has entered into a definitive agreement to sell between $5.0 and $7.0
million of 6.0% senior convertible notes to Michigan Venture Capital Co., Ltd.,
a South Korea-based institutional investment firm, in a private placement under
the Securities Act of 1933 as amended.
..
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Signature
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 thereunder duly authorized.
LIQUIDMETAL TECHNOLOGIES, INC.
By: /s/ John Kang
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John Kang
Chairman, President, and
Chief Executive Officer
Date: January 16, 2004
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release, dated January 14, 2004.
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Liquidmetal
Technologies
News Release
FOR IMMEDIATE RELEASE
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CONTACT: David Townsend
(813) 314-0280
david.townsend@liquidmetal.com
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Liquidmetal(R) Technologies Announces Private Placement Agreement
LAKE FOREST, CA, January 16, 2004 - Liquidmetal(R) Technologies, Inc.
(NASDAQ:LQMT) today announced that it has entered into a definitive agreement to
sell between $5.0 and $7.0 million of 6.0% senior convertible notes due 2007 to
Michigan Venture Capital Co., Ltd. ("Michigan"), a South Korea-based
institutional investment firm, in a private placement under the Securities Act
of 1933 as amended.
The notes will be convertible at any time into LQMT common stock at a
price of $3.00 per share. Michigan also will receive a warrant to purchase up to
1.0 million shares of common stock, exercisable at $3.00 per share for a period
of 100 days after the closing of the transaction. In addition, Michigan will
have the right to call for repayment of the notes prior to maturity at any time
after the second anniversary of the closing.
Net proceeds from the transaction will be used for working capital and
general corporate purposes.
The transaction is expected to close by February 16, 2004, subject to
certain closing conditions, including: executing and delivering to Michigan a
registration rights agreement whereby the company agrees to file a registration
statement relating to the resale of any shares of the company's common stock
issued upon the conversion of the notes; granting Michigan a subordinated
security interest on the building and equipment comprising the company's South
Korea manufacturing facility; granting Michigan a security interest in certain
patents owned by the company; Michigan obtaining standard regulatory approvals
for investment of funds outside of the Republic of Korea; and other customary
closing conditions.
--more--
(2)
This private placement was made under an exemption from the
registration requirements of the Securities Act of 1933, as amended, and the
purchasers may not offer or sell the securities sold in the offering in the
absence of an effective registration statement or exemption from registration
requirements.
This notice is issued pursuant to Rule 135c under the Securities Act of
1933 and shall not constitute an offer to sell or the solicitation of an offer
to buy, nor shall there be any sale of these securities in any state in which
such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
About Liquidmetal Technologies, Inc.
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Liquidmetal Technologies, Inc. (www.liquidmetal.com) is the leading developer,
manufacturer, and marketer of products made from amorphous alloys. Amorphous
alloys are unique materials that are characterized by a random atomic structure,
in contrast to the crystalline atomic structure possessed by ordinary metals and
alloys. Bulk Liquidmetal(R) alloys are two to three times stronger than commonly
used titanium alloys, harder than tool steel, and relatively non-corrosive and
wear resistant. Bulk Liquidmetal alloys can also be molded into precision
net-shaped parts similar to plastics, resulting in intricate and sophisticated
engineered designs. Liquidmetal Technologies is the first company to produce
amorphous alloys in commercially viable bulk form, enabling significant
improvements in products across a wide array of industries. The combination of a
super alloy's performance coupled with unique processing advantages positions
Liquidmetal alloys for what the company believes will be The Third RevolutionTM
in material science.
This news release may contain "forward-looking statements" that involve risks
and uncertainties, including statements regarding our plans, future events,
objectives, expectations, forecasts, or assumptions. Any statement in this press
release that is not a statement of historical fact is a forward-looking
statement, and in some cases, words such as "believe," "estimate," "project,"
"expect," "intend," "may," "anticipate," "plans," "seeks," and similar
expressions identify forward-looking statements. These statements involve risks
and uncertainties that could cause actual outcomes and results to differ
materially from the anticipated outcomes or result, and undue reliance should
not be placed on these statements. These risks and uncertainties may include:
our limited operating history in developing and manufacturing products from bulk
amorphous alloys; the adoption of our alloys by customers; the commercial
success of our customer's products; our ability to identify, develop, and
commercialize new applications for our alloys; competition with suppliers of
incumbent materials; the development of new materials that render our alloys
obsolete; the ability to manage our anticipated growth; our limited direct
experience in manufacturing bulk alloy products; scaling-up our manufacturing
facilities; protecting and improving our intellectual property and manufacturing
processes; problems associated with manufacturing and selling our alloys outside
of the United States; our ability to consummate the private placement of the
notes; and other risks and uncertainties discussed in filings made with the
Securities and Exchange Commission (including risks described in subsequent
reports on Form 10-Q, Form 10-K, Form 8-K, and other filings). Liquidmetal
Technologies disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.
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