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
Date of Report: October 7, 2004
VisiJet, Inc.
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(Exact name of the Company as specified in its charter)
Delaware 0--256111 33-0838660
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
192 Technology Drive, Suite Q
Irvine, California 92618
(Address of principal executive offices)
The Company's telephone number, including area code: 949-453-9652
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
See Item 3.02 below.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On October 7, 2004 VisiJet, Inc. ("the Company") consummated the sale
of 450,000 shares of Series A Convertible Preferred Stock ("Preferred Stock") to
Langley Park Investments PLC ("Langley"), a corporation organized under the laws
of England and Wales pursuant to a Convertible Preferred Stock Purchase
Agreement (the "Stock Purchase Agreement"). Under the Stock Purchase Agreement,
the Company agreed to sell 450,000 shares of Preferred Stock to Langley. The
consideration paid by Langley was the issuance of 2,477,974 Ordinary Shares of
Langley ("Langley Shares") to the Company, with an agreed value of 1.00 pound
(U.K.) per share. Consummation of the transaction was subject to admission of
the Langley shares to the London Stock Exchange ("LSE"), which occurred on
September 30, 2004 and the initiation of trading on the LSE, which began on
October 7, 2004. In accordance with the Stock Purchase Agreement, the Company
may sell the Langley shares received by it in the open market on the LSE at any
time.
The Preferred Stock is non-voting, except as required by Delaware law,
and the holders of the Preferred Stock are not entitled to receive any
dividends. The Preferred Stock, which has a "stated value" for purposes of
conversion and redemption of $10.00 per share, is convertible at any time for a
period of three years from the date of issuance into shares of the Company's
common stock ("Common Stock"). The number of shares of Common Stock to be issued
upon conversion is determined by dividing the aggregate stated value of the
Preferred Stock being converted by the conversion price then in effect, which is
to be the lesser of $0.609 (the "Fixed Conversion Price"), or eighty percent
(80%) of the lowest closing bid price of the Common Stock in the ten (10)
trading days preceding the date of conversion, but in no event less than 30
percent (30%) of the Fixed Conversion Price. However, Langley may not convert to
the extent that conversion would result in it owning more than 4.99% of the
outstanding Common Stock of the Company. The conversion price is subject to
adjustment based on anti-dilution provisions that require an adjustment to the
conversion price based on certain events, including the issuance of common stock
or convertible securities at a price per share below market value, stock
dividends and combinations and certain distributions to shareholders. Any shares
of Preferred Stock not previously converted will be automatically converted into
Common Stock at the expiration of the three year period. The shares of Preferred
Stock carry a liquidation preference equal to the stated value. If the Company
defaults under certain covenants in the Certificate of Designation filed with
the Delaware Secretary of State , the holders of the Preferred Stock may compel
redemption at the stated value.
Under the Stock Purchase Agreement, Langley has agreed that it will not
sell, transfer or assign any of the Preferred Stock, or any Common Stock issued
upon conversion, for a period of one year without the written consent of the
Company.
The Company believes that the issuance of the Preferred Stock was
exempt from the registration requirements of the Securities Act of 1933, as
amended, by reason of Section 4(2) thereof and Regulation S thereunder.
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, thereunto duly authorized.
VisiJet, Inc., a Delaware
corporation
By: /s/ Laurence M. Schreiber
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Laurence M. Schreiber, Secretary
Date: October 20, 2004