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
February 11, 1997
Date of Report (Date of earliest event reported)
FIELDS AIRCRAFT SPARES, INC.
(Exact name of Registrant as specified in its charter)
Utah 0-27100 95-4218263
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
Incorporation No.)
2251-A Ward Avenue
Simi Valley, CA 93005
(Address of principal executive offices)
(Zip Code)
(805) 583-0050
(Registrant's telephone number, including area code)
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
On or about February 11, 1997 and February 12, 1997, Fields Aircraft
Spares, Inc. (the "Company") received and accepted subscription agreements for
the sale of 15,400 units (the "Units"), representing 30,800 common shares of the
Company, par value $.05 per share (the "Common Shares"), and 15,400 warrants to
acquire 15,400 Common Shares at $6.25 per share (the "Warrants"), for
approximately $200,200. The Units were sold to accredited non-U.S. persons in
reliance on Regulation S. The Warrants are exercisable at any time prior to the
second anniversary of their issuance. Etablissement Pour Le Placement Prive,
Zurich Switzerland, acted as the Company's placement agent in connection with
the offering. The Units were offered as part of the Company's original offering
of up to 200,000 Units.
As reported on the Company's 8-K of December 27, 1996, 146,000 Units
were sold for $1,898,000 in September and October 1996. In addition, the Company
received subscriptions for 12,883 Units in December 1996. However, funding with
respect to 10,000 of such Units was never made and the subscription was
cancelled. Therefore, a total of 164,283 Units of the 200,000 offered have been
subscribed for in the offering.
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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.
FIELDS AIRCRAFT SPARES, INC.
Date: February 21, 1997 By /s/Alan M. Fields
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Alan M. Fields, President
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