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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
April 5, 2002
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Date of Report
FIELDS TECHNOLOGIES, INC.
(Exact Name of registrant as specified in its charter)
DELAWARE 000-03718 11-2050317
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State or other jurisdiction of Commission File Number (IRS Employer
incorporation) Identification No.)
333 Main Street #300; P.O. Box 5000; Park City, UT 84060
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(Address of principal executive Offices) (Zip Code)
Registrants Telephone Number, including Area Code: (435) 649-2221
N/A
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(Former Name or former address, if changed since last report)
Item 1-6 N/A
Item 7 Financial Statements and Exhibits
(a) None
(b) None
(c) Exhibits
10.1 Securities Purchase Agreement
10.2 Promissory Note
10.3 Warrant
Item 8 N/A
Item 9 Regulation FD Disclosure
On March 28, 2002, the Company completed a private offering consisting of $1.75
million promissory note. The note was a non-registered offering made in reliance
on Section 4(2) of the Securities Act of 1933, as amended, and/or Rule 506
promulgated thereunder. The Company intends to use the net proceeds generated
from the note for working capital, capital expenditures, and debt reduction.
The $1.75 million note is payable to AW Fields Acquisition, LLC (AW). The note
principal and interest, calculated at the rate of 10% per annum, are due October
31, 2005. The principal and interest are payable by the issuance of 11,666,667
of the Company's common stock. If the note is paid by October 31, 2002, the
Company granted AW rights under a warrant to purchase an additional 11,666,667
common shares at $.15 per share.
The Company's largest shareholder (an affiliate of the Company's CEO) has
granted AW an option to acquire 17,500,000 shares from such shareholder if the
note is not paid by October 31, 2002. Therefore, if by October 31, 2002, the
company is unable, for any reason to issue its shares to repay the Note and
grant the warrant, AW will assign the note to such shareholder in exchange for
17,500,000 shares owned by such shareholder. In order to complete the issuance
of the Company's shares as payment of the note, the Company will increase the
number of shares of its common stock authorized.
The Company has granted certain registration rights in connection with shares to
be issued under the note and the warrant. In addition with the note and the
warrant, the Company has granted AW certain anti-dilution rights.
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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.
/s/ Randall K. Fields
---------------------
(Registrant)
Date: April 1, 2002 /s/ Randall K. Fields
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Randall K. Fields, Chairman & CEO
* Print name and title of the signing officer under his signature.
3