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
November 13, 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
- ------------------ ------------------------ --------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
Incorporation
2251-A Ward Avenue
Simi Valley, CA 93005
----------------------------------------
(Address of principal executive offices)
(Zip Code)
(805) 583-0080
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
As described in the Company's Report on Form 8-K dated September 30,
1997 (the "September 30, 1997 Form 8-K"), as of September 30, 1997, Fields
Aircraft Spares, Inc. (the "Company") closed the sale of $10,000,000 principal
amount of its 8.5% Subordinated Redeemable Debentures Due 2000 (the
"Debentures") issued under an Indenture (the "Indenture"), dated as of September
30, 1997, between the Company and Etablissement Pour le Placement Prive as
Trustee. The Debentures were sold in a private transaction and in reliance on
Regulation S of the Securities Act of 1933 ("Regulation S") to entities which
represented to the Company that they were accredited non-U.S. persons as defined
in Regulation S.
As reported in the September 30, 1997 Form 8-K, in the event that,
during any 20-day trading day period, the average closing price of the Common
Shares, par value $.05 per share (the "Common Shares") equals or exceeds $12.00
per share, the Company may, within 30 days of such period, require the
conversion (the "Mandatory Conversion") of up to 20% of the principal amount of
outstanding Debentures at the Conversion Price. On November 13, 1997 the Company
issued a notice of Mandatory Conversion and as of November 14, 1997 converted
$2,000,000 principal amount of Debentures into 166,666 Common Shares at a price
of $12.00 per share.
2
<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.
FIELDS AIRCRAFT SPARES, INC.
Date: December 11, 1997 By /s/ Alan M.Fields
-------------------------
Alan M. Fields, President
3
