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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 13, 2001
New Century Equity Holdings Corp.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-28536 74-2781950
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10101 Reunion Place, Suite 450, San Antonio, Texas 78216
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (210) 302-0444
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ITEM 5. OTHER EVENTS
On August 13, 2001, the Company and various other investors entered into a
Series A Preferred Stock Purchase Agreement with Tanisys Technology, Inc.
("Tanisys") to purchase a total of 2,575,000 shares of Tanisys' Series A
Preferred Stock for $1.00 per share (total gross proceeds of $2,575,000). Each
share of the Series A Preferred Stock is initially convertible into 33.334
shares of Tanisys' common stock. The Company purchased 1,000,000 shares of
Tanisys' Series A Preferred Stock for total consideration of $1,000,000. Through
the 1,000,000 shares of Series A Preferred Stock, the Company owns approximately
30% of the voting securities of Tanisys.
In connection with the Purchase Agreement, Tanisys will make payments to
the holders of the Series A Preferred Stock, to the extent its cash flow meets
certain levels, until the holders have received the amount of their investment
in the Series A Preferred Stock. At the sole option of the Company, these
payments may be converted into additional shares of Series A Preferred Stock, in
lieu of cash, to be delivered to the holders of the Series A Preferred Stock.
Tanisys has granted a security interest in all of its assets to secure its
obligation to make these payments, and has agreed to issue additional shares of
Series A Preferred Stock, equal to 50% of the then fully diluted common stock,
to the holders of the Series A Preferred Stock if Tanisys fails to return the
amount of their investment, plus cumulative dividends at the rate of 15%
annually, by July 15, 2003. At the sole option of the Company, dividend payments
may be converted into additional shares of Series A Preferred Stock, in lieu of
cash, to be delivered to the holders of Series A Preferred Stock. Tanisys also
agreed to issue, at up to six different times, additional shares of Series A
Preferred Stock to the holders of the Series A Preferred Stock equal to 25% of
the then fully diluted common stock if Tanisys fails to meet any of certain
financial requirements for six periods of time, beginning with the quarters
ended September 30, 2001 and December 31, 2001, and then for the four six-month
periods ending June 30, 2002, December 31, 2002, June 30, 2003 and December 31,
2003. Each failure to meet any one of the several financial requirements in any
of the six periods will result in Tanisys being required to issue additional
shares of Series A Preferred Stock, for no additional consideration, to the
holders of the Series A Preferred Stock.
Mr. Parris H. Holmes, Jr., Chairman of the Board of Directors and CEO of
the Company, is also the Chairman of the Board of Directors of Tanisys.
Additionally, and in conjunction with the transaction noted above, the Company
appointed two additional directors to the Board of Directors of Tanisys.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this current report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEW CENTURY EQUITY HOLDINGS CORP.
Date: August 28, 2001 By: /s/ DAVID P. TUSA
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Name: David P. Tusa
Title: Senior Vice President,
Chief Financial Officer and
Corporate Secretary
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