UNITED STATES
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 (Date of earliest event reported): SEPTEMBER 17, 2004
ANZA CAPITAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA O-24512 88-1273503
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
3200 BRISTOL STREET, SUITE 700
COSTA MESA, CA 92626
(Address of principal executive offices) (zip code)
(714) 866-2100
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Securities Exchange Agreement
-----------------------------
On September 17, 2004, we entered into a Securities Exchange Agreement with
Peter and Irene Gauld. Under the terms of the Agreement, we exchanged 500,000
shares of our newly created Series G Convertible Preferred Stock, and warrants
to purchase 2,000,000 shares of our common stock, for 1,000,000 shares of common
stock of Cash Technologies, Inc., a publicly traded company (the "TQ Shares").
The initial value of the TQ Shares was approximately $1,320,000 at the
inception of the Agreement. We are required to make certain adjustments as
follows to the value of the TQ Shares:
- Within 10 business days of the end of each calendar quarter, beginning
with the quarter ended December 31, 2004 (each, a "Supplemental TQ
Share Valuation Date"), the escrow agent will update the value of the
TQ Shares held in escrow by multiplying the average closing price for
the 30 days before the end of the applicable quarter times the number
of TQ Shares then held in escrow, and then adding the value of any
cash or other assets (valued in the same manner as the TQ Shares, or
otherwise at their fair market value) then held in escrow (the
"Supplemental TQ Shares Value").
- If the Supplemental TQ Shares Value exceeds $1,000,000, then either
(i) upon the receipt of a written request from Gauld, that number of
TQ Shares may be released from escrow to Gauld so that the
Supplemental TQ Share Value is approximately $1,000,000, or (ii) upon
the mutual consent of us and Gauld, we will issue additional shares of
Series G shares equal to the then-Supplemental TQ Share Value. In the
event that any of the TQ Shares have been previously released from
escrow, and the Supplemental TQ Share Value is subsequently less than
$1,000,000, upon the receipt of a written request from us, Gauld will
re-deposit that number of TQ Shares (up to the original 1,000,000 TQ
Shares), or cash or other assets acceptable to us, with the escrow
agent so that the Supplemental TQ Share Value is approximately
$1,000,000.
- If the Supplemental TQ Share Value is less than $1,000,000, and all of
the TQ Shares are already held in escrow, then upon the receipt of a
written request from us, that number of Series G shares will be
released from escrow to us so that the original issue price of the
Series G then held in escrow will be approximately equal to the
Supplemental TQ Share Value. If, on a subsequent Supplemental TQ Share
Valuation Date, the Supplemental TQ Share Value exceeds $1,000,000,
then we will have the choice of re-depositing any withdrawn Series G
shares to bring the
2
Supplemental TQ Share Value back to $1,000,000, or adjusting the
number of TQ Shares as set forth above.
Additionally, the Agreement has certain rescission rights as follows:
- Upon the receipt of notice by Gauld of any claim or demand, not
currently known to them, that is reasonably likely to have an effect
on our warehouse line of credit, the TQ Shares, and/or the Series G
shares then held in escrow, or if we fail to make a dividend payment
on the Series G shares within 10 days of its due date, or if there is
a change in control of Anza, then Gauld may rescind the Agreement.
Upon rescission of the Agreement, the escrow agent will return any TQ
Shares (or other assets) held in escrow to Gauld, and any Series G
shares held in escrow to us.
We may rescind the Agreement at any time after the date which is 6 months
after the Closing Date by providing 30 days advance written notice to Gauld.
However, if we rescind the Agreement during the 30-day period immediately
following the notice period, we are limited to rescinding the transaction only
with respect to one-half of the then-outstanding Series G shares. These time
periods are waived for us if Gauld exercises a conversion of the Series G
shares. After the termination of the Agreement, the escrow agent will return
any TQ Shares held in escrow to Gauld, and any Series G shares held in escrow to
us.
The Agreement calls for the various parties to deposit their consideration
with an escrow agent, until such a time as either (i) all of the Series G shares
are converted into shares of our common stock, or (ii) the escrow is terminated
in accordance with the Agreement, as noted above. In either case, the warrants
are transferred to Gauld within two days from depositing in the escrow.
The Series G shares, par value $0.001 per share, with original issue price
of $2.00 per share, have non-cumulative dividends at 12% per annum, payable when
declared. The Series G shares are immediately convertible into shares of our
common stock, subject to certain adjustments, at a price equal to the lesser of
$0.08 per share or 80% of the 30-day average closing bid price for the 30
trading days prior to the date we receive a conversion notice. All outstanding
shares of Series G Convertible Preferred Stock are automatically converted into
our common stock on September 17, 2009, 5 years after the original issue date.
The warrants to purchase up to 2,000,000 shares of our common stock have an
exercise price of $0.10 per share and expire in 5 years.
Consulting Agreement and Warrant Agreements
-------------------------------------------
We were assisted in the Stock Exchange Agreement by GunnAllen Financial.
We previously entered into an Advisory Agreement with GunnAllen dated November
25, 2003, and executed an Addendum to that agreement dated September 3, 2004.
Pursuant
3
to these agreement, on September 15, 2004 we issued to GunnAllen warrants to
acquire a total of 250,000 shares of our common stock at $0.25 per share, and
200,000 shares of our common stock at $0.10 per share. Both warrants are
exercisable for a period of five years.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
See description of Securities Exchange Agreement in Item 1.01.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On September 17, 2004, we agreed to issue 500,000 shares of our newly
created Series G Convertible Preferred Stock, and warrants to purchase 2,000,000
shares of our common stock, in exchange for 1,000,000 shares of common stock of
Cash Technologies, Inc. The issuance was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, and the shareholders were
accredited.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On September 17, 2004, Mr. L. Wade Svicarovich resigned from our Board of
Directors. Mr. Svicarovich's resignation was not related or in response to the
Securities Exchange Agreement entered into on that same date, and was not due to
any disagreement with us.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On September 17, 2004, in conjunction with the Securities Exchange
Agreement described in Item 1.01, we executed a Certificate of Designation of
the Rights, Privileges, and Preferences of our Series G Convertible Preferred
Stock. The Certificate of Designation will be filed immediately with the Nevada
Secretary of State.
EXHIBITS
ITEM NO. DESCRIPTION
--------- -----------
4.1 Certificate of Designation of Series G Convertible Preferred
Stock
10.1 (1) Term Sheet executed September 11, 2004
10.2 Securities Exchange Agreement dated September 17, 2004
10.3 Escrow Agreement dated September 17, 2004
10.4 Warrant Agreement dated with Gauld September 17, 2004
4
10.5 Advisory Agreement with GunnAllen Financial dated
November 25, 2003
10.6 Addendum to Advisory Agreement with GunnAllen Financial
dated September 3, 2004
10.7 Warrant Agreement with GunnAllen dated September 15, 2004
10.8 Warrant Agreement with GunnAllen dated September 15, 2004
5
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.
Dated: September 20, 2004 Anza Capital, Inc.,
a Nevada corporation
/s/ Vincent Rinehart
--------------------------------------------
By Vincent Rinehart
Its: President and Chief Executive Officer
6