Form 8-K

 

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): July 3, 2003

 

 

RATEXCHANGE CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

DELAWARE   001-15831   11-2936371

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

601 MONTGOMERY STREET, 18th FLOOR,

SAN FRANCISCO, CALIFORNIA

   94111-2622
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code (415) 248-5600

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Item 5.   Other Events

 

In 2001, Ratexchange completed private offerings of convertible notes, in an aggregate principal amount of $3.5 million, due December 31, 2011. The notes bear interest at 12% per annum and may be converted into shares of Ratexchange’s common stock at the election of the holder anytime before their maturity or their redemption or repurchase by Ratexchange. The conversion rate is 2,703 shares of common stock per each $1,000 principal amount of notes. Prior to June 30, 2003, certain investors converted their notes with a principal amount of $350,000 into common stock.

 

In June 2003, the stockholders of Ratexchange approved the offer to exchange the current convertible notes for Series C convertible preferred stock. On June 30, 2003, investors elected to exchange their notes with a principal amount of $2.7 million for 10,800,000 shares of Series C preferred stock. The Series C convertible preferred stock is convertible on demand of the holder into Ratexchange’s common stock at a ratio of 1:1. The holders of the Series C preferred stock will receive an annual dividend at the rate of 3.0% per annum, paid in cash.

 

Item 7.   Exhibits

 

99.1   

Securities Exchange Agreement in connection with Ratexchange Corporation

 

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.

 

       

RATEXCHANGE CORPORATION

Date: July 3, 2003       By:  

/s/    D. JONATHAN MERRIMAN

               

D. Jonathan Merriman

Chairman and Chief Executive Officer