<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) March 5, 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 -
1,000,000 shares of $.01 par value common stock sold at $2.00 per share
for gross proceeds of $2,000,000. Net proceeds were wired to Registrant on
March 5, 1997 after deductions indicated in Item 9 C below with the
Registrant thereafter, on March 12 , 1997 instructing its transfer agent
to issue the underlying shares of common stock.
B. NAME OF THE PLACEMENT AGENT(S) IS - Rolcan Finance Ltd. London
C. CONSIDERATION RECEIVED - Total gross consideration of $2,000,000 was
disbursed as follows: related costs and fees of $7,500 with the balance of
$1,992,500 being paid directly to Registrant (exclusive of fees paid for
outstanding invoices regarding legal services rendered and miscellaneous
charges which are unrelated to this transaction) but deducted from
$1,992,500 prior to wiring.
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.
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 /Ruedi G. Laupper/
----------------------------
Ruedi G. Laupper, President
Date: March 6, 1997
3
