Dvl Inc /DE/ - Amended Current report filing (8-K/A)
09 Gennaio 2008 - 12:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 31, 2007
DVL, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-8356 13-2892858
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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70 East 55th Street, 7th Floor, New York, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 350-9900
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
This 8-K Amendment (this "Amendment") amends and restates the 8-K dated
December 31, 2007 and filed with the Securities and Exchange Commission by DVL,
Inc. (the "Company") on January 4, 2008 (the "Original 8-K"). This Amendment is
being filed due to disclosure in the Original 8-K of an error in the exercise
price per share of the Warrants (as defined below) which is $.0695 per share
instead of $.0697 per share (as previously disclosed) and an error in the
application of the formula used to compute the amount of shares of Common Stock
issued upon the cashless exercise of a portion of the Warrants in accordance
with the terms thereof. As a result, the total number of shares of Common Stock
(as defined below) issued upon the exercise of the Warrants has been increased
from 11,733,585 shares (as originally disclosed) to 12,325,492 shares, the total
outstanding number of shares of the Company Common Stock as of December 31, 2007
(after giving effect to the exercise of the Warrants and the issuance of the
shares of Common Stock as a result thereof), has been increased from 44,692,938
(as originally disclosed) to 45,284,845 and the total cash consideration the
Company received as a result of the exercise of a portion of the Warrants for
cash was reduced from $139,400 ( as originally disclosed) to $139,000. The
Original 8-K is amended and restated in its entirety by this Amendment to read
as follows:
Item 8.01 Other Events
In September 1996, in connection with a loan by NPM Capital, LLC ("NPM")
to DVL, Inc. (the "Company"), the Company issued to, and for the benefit of,
each of the members of NPM, warrants (the "Warrants") to purchase such number of
shares of the Company's Common Stock, $.01 par value per share (the "Common
Stock"), which when added to the 1,000,000 shares of Common Stock issued to such
parties contemporaneously with the issuance of the Warrants, amount to up to 49%
of the outstanding Common Stock of the Company on a fully diluted basis. The
Warrants became exercisable after September 27, 1999 and expired at 5:00 p.m.,
New York time, on December 31, 2007 (the "Expiration Time"). As of December 31,
2007, all of such Warrants represented the right to purchase a total of
29,706,045 shares of Common Stock at a purchase price of $.0695 per share.
On December 31, 2007, prior to the Expiration Time, eight holders of the
Warrants (certain of whom currently are significant stockholders or affiliates
of the Company) exercised Warrants to purchase a total of 21,467,169 shares of
Common Stock, of which Warrants to purchase 2,000,000 shares were exercised for
cash and the remainder of which were exercised on a cashless basis (by
forfeiture of a portion of the Warrants) pursuant to the terms of the Warrants.
As a result of such exercise of the Warrants, a total of 12,325,492 shares of
Common Stock were issued to such eight individuals and the Company received a
total of $139,000 as a result of the exercise of a portion of the Warrants for
cash. All of the unexercised Warrants (including the Warrants forfeited as a
result of the cashless exercise) expired and terminated as of the Expiration
Time in accordance with their terms and no Warrants remain outstanding. As of
December 31, 2007, after giving effect to the exercise of the Warrants and the
issuance of the 12,325,492 shares of Common Stock as a result thereof, the
Company had a total of 45,284,845 shares of Common Stock outstanding.
ITEM 9.01. Financial Statements and Exhibits
Exhibits: None
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 hereunto duly authorized.
DVL, INC.
By: /s/ Henry Swain
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Name: Henry Swain
Title: Executive Vice President
and Chief Financial Officer
Date: January 8, 2008
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Grafico Azioni DVL (PK) (USOTC:DVLN)
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Da Ago 2024 a Set 2024
Grafico Azioni DVL (PK) (USOTC:DVLN)
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Da Set 2023 a Set 2024