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): MAY 7, 2004
NEW VISUAL CORPORATION
(Exact name of registrant as specified in its charter)
UTAH 0-21875 95-4545704
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
(Address of Principal Executive Offices)
(Registrant's Telephone Number, including Area Code)
__________________
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURES
New Visual Corporation (hereinafter, "New Visual" or the "Company")
previously reported that it completed, as of December 31, 2003, the private
placement to certain private and institutional investors (collectively, the
"Investors") of $2,000,000 in principal amount of its three-year 7% Convertible
Debentures (the "Debentures"), the first $1,000,000 of which was received as of
December 31, 2003 (the "First Tranche Debentures") and the second $1,000,000 of
which (the "Second Tranche Debentures") were to be purchased and sold when (and
subject to) the registration statement (the "Registration Statement") covering
the Company's common stock, par value $0.001 (the "Common Stock") underlying the
Debentures, is declared effective by the Securities and Exchange Commission (the
"SEC"). The Company originally filed the Registration Statement with the SEC on
February 10, 2004. In connection with the issuance of the First Tranche
Debentures, the Company issued five-year warrants to purchase up to 6,666,667
shares of the Company's Common Stock and upon, issuance of the Second Tranche
Debentures following the effectiveness of the Registration Statement, undertook
to issue five-year warrants for an additional 6,666,667 shares of Common Stock,
in each case at a per share exercise price of $0.25, subject to "cash-less"
exercise provisions (the "Warrants"). The details of the private placement are
included in the Registration Statement and in Amendment No. 1 to the
Registration Statement ("Amendment No. 1") that the Company filed on April 28,
2004.
Certain of the Investors (hereinafter the "Waiving Investors") have
waived the Registration Statement effectiveness condition and, on May 7, 2004,
the Company completed the sale to the Waiving Investors of $250,000 in principal
amount of Second Tranche Debentures which such investors were obligated to
purchase following effectiveness of the Registration Statement. The purchase by
these Waiving Investors of these Debentures satisfies their obligation to
purchase any Debentures following effectiveness of the Registration Statement.
As contemplated by the original terms of the Debentures, in connection with the
issuance of these Debentures the Company issued to the Waiving Investors
Warrants to purchase up to 1,666,667 shares of the Company's Common Stock. The
Company received net proceeds of $218,220, following the payment of placement
fees and waiver related charges.
The Company reported in Amendment No. 1 that certain other Investors
waived the Registration Statement effectiveness condition and purchased $100,000
in principal amount of the Second Tranche Debentures. As contemplated by the
original terms of the Debentures, the Company issued to those investors Warrants
to purchase up to 666,667 shares of the Company's Common Stock
As of the filing of this Current Report on Form 8-K, the Registration
Statement has not been declared effective.
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.
Date: May 13, 2004 NEW VISUAL CORPORATION
By: /s/ Brad Ketch,
--------------------------
Brad Ketch,
Chief Executive Officer