<PAGE>
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 27, 1997
SPACETEC IMC CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-27302 04-3116697
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
THE BOOTT MILL, 100 FOOT OF JOHN STREET, LOWELL, MASSACHUSETTS 01852-1126
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(508) 275-6100
<PAGE>
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
---------------------------------------------------
In connection with an offering (the "Offering") made in reliance upon
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"), Spacetec IMC Corporation (the "Company") sold an aggregate of 1,133,334
shares of its common stock, $.01 par value per share (the "Common Stock"). The
transaction involved a tender offer initiated by the Company on April 18, 1997
to purchase all of the outstanding stock of Spatial Systems Ltd. ("SSL"), an
Australian public company and a principal stockholder of the Company owning
1,133,334 shares of the Company's Common Stock, from SSL's stockholders in
exchange for shares of Common Stock of the Company. For each fifteen shares of
SSL, the SSL stockholders received two shares of the Company's Common Stock, and
for every option to purchase twelve shares of SSL, the option holder received
one share of the Company's Common Stock. The tender offer ended on July 18,
1997, and the book closing date was July 27, 1997. As a result of the tender
offer, all of the shares of the Company's Common Stock owned by SSL were
cancelled. The tender offer, together with the cancellation of the shares of
the Company's Common Stock owned by SSL, did not affect the number of shares
outstanding of the Company. In connection with the tender offer by the Company
to purchase all of the outstanding shares of SSL, a License Agreement entered
into in May 1991 between SSL and the Company was also cancelled. The Offering
and the sale of the shares in connection with the Offering were made in an
offshore transaction, as defined in Regulation S under the Securities Act. No
directed selling efforts were made in the United States, and the Company
complied with all of the requirements imposed upon it under Rule 903 (c)(2) of
Regulation S.
<PAGE>
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.
Date: August __, 1997 SPACETEC IMC CORPORATION
By: /s/ Dennis T. Gain
-------------------------------------
Dennis T. Gain
President and Chief Exectuive Officer
