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SEVCON, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

June 27, 2014



Item 1.01. Entry into a Material Definitive Agreement.

In connection with the planned rights offering described in Item 8.01, on June 24, 2014, the Registrant, Meson Capital LP, whose managing partner is Ryan J. Morris, one of the Registrant's directors, and Walter M. Schenker, another of the Registrant's directors, entered into a Standby Purchase Agreement under which Meson and Mr. Schenker agreed to purchase shares of Series A Convertible Preferred Stock not subscribed for by other stockholders in the rights offering up to an aggregate amount of $1.15 million, less any amount they invest to purchase shares upon exercise of subscription rights, including any rights they have purchased. Any such "standby" purchase will be conditioned on the Company's having received subscriptions of a minimum of $4 million from other investors and will be made in a transaction separate from the rights offering at the same subscription price offered to stockholders. The Standby Purchase Agreement also contains other provisions, including conditions to closing, termination rights, and representations, warranties and covenants of the Company and the Standby Purchasers that are customary for agreements of this type. The Registrant will pay no fees or other consideration in exchange for these standby commitments.

Item 8.01. Other Events.

On June 27, 2014, the Registrant issued a press release announcing its plans to make a rights offering to existing holders of its common stock. Assuming the rights offering is fully subscribed, the Registrant expects to receive gross proceeds of approximately $10 million, minus expenses. In the offering, the Registrant will distribute to its common stockholders transferable subscription rights to purchase their pro rata portions of a new issue of Series A Convertible Preferred Stock. The subscription price, the terms of the preferred stock, the record date for the distribution of the rights and the subscription period, which are not yet determined, will be included in the final prospectus that will be filed with the SEC.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits 99.1 Press Release issued by the Registrant on June 27, 2014.



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Source: Edgar Glimpses


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