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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) January 10, 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)
c/o Gary B. Wolff, P.C., 747 Third Avenue, New York, NY 10017
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code NY 212-644-6446
Switzerland 011 41419199050
_______________________________________________________________________________
(Former name or former address, if changed since last report)
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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 -
convertible debentures issued for aggregate gross principal of
$3,500,000 convertible into shares of $.01 par value common stock in
the manner indicated in Item 9 E below.
B. NAME OF THE PLACEMENT AGENT(S) IS - Targas Trading Ltd.
C. CONSIDERATION RECEIVED - Total consideration paid by financing
participants for issuance of convertible debentures was $3,500,000 with
Registrant receiving net of $3,085,000 after deduction of cash
commissions and escrow fees but exclusive of fees paid for legal
services rendered.
D. PERSONS OR CLASSES OF PERSONS TO WHOM THE SECURITIES WERE SOLD AND
EXEMPTION FROM REGISTRATION CLAIMED - Non-U.S. persons eligible for
utilization of Regulation S under the Act as not being a "U.S. person"
as defined in Rule 902(o), which person(s) has warranted and
represented in an Off-Shore Securities Subscription Agreement that he
or it is eligible to utilize such exemptions as afforded to non-U.S.
persons in accordance with aforesaid Regulation S under the Act and has
further warranted and represented that such person(s) is an
"accredited" investor as defined under the Act.
E. TERMS OF CONVERSION - One-third of the convertible debentures
(hereinafter "debentures") are convertible into shares of common stock
any time after 50 days following closing of the funding, one-third of
the debentures are convertible into shares of common stock of the
Company any time after 65 days following the closing of the funding and
the remaining debentures are convertible into shares of common stock of
the Company any time after 80 days following the closing of the
funding; each at 81% of the average closing bid price for the five
trading days preceding the date of conversion. Those debentures not
converted are subject to mandatory conversion 36 months following
closing.
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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 /Ruedi G. Laupper/
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Ruedi G. Laupper, President
Date: January 16, 1997
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