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: June 24, 2004
VisiJet, Inc.
(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 5. Other Events and Regulation FD Disclosure
On June 24, 2004 the Registrant consummated a transaction with Bushido
Capital Master Fund L.P. and Bridges & Pipes LLC (the "Investors") under which
the Investors purchased $1,000,000 of Convertible Debentures from the
Registrant. The Convertible Debentures are convertible into Common Stock of the
Company at a rate of $ .50 per share, subject to antidilution adjustments. The
purchase price also included 150,000 shares of newly-issued Common Stock of the
Registrant.
In connection with the transaction the Registrant also issued to the
Investors two series of Warrants to purchase Common Stock. The first series,
consisting of Warrants to purchase 250,000 shares, are exercisable at a fixed
exercise price of $1.50 per share. The second series, consisting of Warrants to
purchase 500,000 shares, feature a stepped exercise price; the exercise price is
$.60 from the date of issuance through the date twelve months after the
Securities and Exchange Commission declares effective a registration statement
registering the resale of the shares issuable under the Warrants, and $1.50 per
share thereafter. All Warrants expire on the fifth anniversary of the date of
issuance.
As security for the Convertible Debentures, Registrant pledged 350,000
shares of its Common Stock in favor of the Investors, pursuant to a Pledge and
Escrow Agreement with the Investors and an Escrow Agent. Also, pursuant to a
Registration Rights Agreement, Registrant granted the Investors certain
registration rights with respect to the shares of Common Stock issued in the
transaction as well as the shares of Common Stock issuable upon conversion of
the Convertible Debentures and upon exercise of the Warrants.
Item 7. Financial Statements and Exhibits
EXHIBIT
10.1 Securities Purchase Agreement, dated June 24, 2004, between
Registrant, Bushido Capital Master Fund, L.P. and Bridges &
Pipes, LLC
10.2 Form of Convertible Debenture
10.3 Form of Warrant (stepped price)
10.4 Form of Warrant (fixed price)
10.5 Registration Rights Agreement, dated June 24, 2004, between
Registrant, Bushido Capital Master Fund, L.P. and Bridges &
Pipes, LLC
10.6 Pledge and Escrow Agreement, dated June 24, 2004, between
Registrant, Bushido Capital Master Fund, L.P., Bridges &
Pipes, LLC, and Tarter Krinsky & Drogin LLP, as Escrow Agent
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 Schreiber
-----------------------------
Laurence Schreiber, Secretary
Date: August 18, 2004
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