<PAGE> 1
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 31, 1997
SWISSRAY International, Inc.
(Exact name of registrant as specified in charter)
New York 0-26972 16-0950197
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
747 Third Avenue, New York, NY 10017
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code NY 212-644-6497
Switzerland 011 41419199050
________________________________________________________________________________
(Former name or former address, if changed since last report)
-1-
<PAGE> 2
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
The following information is furnished in accordance with Item 701 of
Regulation S-B as to all equity securities of the registrant sold by the
registrant that were not registered under the Securities Act of 1933 ("Act") in
reliance upon Regulation S under the Act.
A. TITLE AND AMOUNT OF SECURITIES SOLD AND THE DATE OF THE TRANSACTION - On
July 31, 1997, the registrant issued $4,262,500 aggregate principal amount
of 7% convertible debentures, dated July 31, 1997 (the "Convertible
Debentures") convertible into common stock $.01 par value, of the
registrant (the "Common Stock") in the manner described in Item 9.E below.
B. NAME OF THE PLACEMENT AGENT(S) IS -Rolcan Finance Ltd. - London.
C. CONSIDERATION RECEIVED - The registrant did not receive any cash proceeds
from the offering of the Convertible Debentures. An amount of $2,012,500
was paid by investors, in consideration for the issuance by the registrant
of $2,012,500 principal amount of Convertible Debentures, to holders of
the registrant's Convertible Debentures issued on or about May 15, 1997
and June 13, 1997 holding $1,750,000 principal amount of such convertible
debentures as repayment in full of registrant's obligations under such
convertible debentures. The remaining $2,250,000 principal amount of
Convertible Debentures were issued to persons other than U.S. persons as
defined in Rule 902(o) of Regulation S promulgated by the Securities and
Exchange Commission under the Securities Act of 1933 (the "Act") in
exchange for the registrant's convertible debentures dated May 15 and June
13, 1997 held by such persons. No underwriting discounts or commissions
were paid by the registrant in connection with the offering of the
convertible debentures. For further information with respect to the above
referenced May and June financings reference is made to Forms D as filed
by the registrant with the Securities and Exchange Commission (on or about
May 27, 1997 and July 11, 1997).
D. PERSONS OR CLASSES OF PERSONS TO WHOM THE SECURITIES WERE SOLD AND
EXEMPTION FROM REGISTRATION CLAIMED - All Convertible Debentures were
issued to persons other than U.S. persons as defined in Rule 902(o) of
Regulation S promulgated under the Act in offshore transactions as defined
in Rule 902(i) of Regulation S. All of such persons represented and
warranted in writing to the registrant that they are not U.S. persons as
defined in Rule 902(o) of Regulation S and that they are accredited
investors as defined in Rule 501(a) of Regulation D promulgated under the
Act. No directed selling efforts as defined in Rule 902(b) of Regulation S
were made by or on behalf of the registrant in the U.S., and the
registrant imposed, to the extent necessary, offering restrictions
pursuant to Rule 902(h) of Regulation S.
E. TERMS OF CONVERSION - The Convertible Debentures are convertible into
shares of common stock at any time after the expiration of a period of 45
days after the date of issuance of the Convertible Debentures at a
conversion price equal to 80% of the average closing bid price for the
five trading days preceding the date of conversion. Any Convertible
Debenture not so converted are subject to mandatory conversion by the
registrant on the 36th monthly anniversary of the date of issuance of the
Convertible Debenture.
-2-
<PAGE> 3
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 hereunto duly authorized.
SWISSRAY International, Inc.
By /s/ Ruedi G. Laupper
---------------------------
Ruedi G. Laupper, President
Date: August 13, 1997
-3-
