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
June 26, 1997
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Date of Report (Date of earliest event reported)
FIELDS AIRCRAFT SPARES, INC.
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(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
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(Address of principal
executive offices)
(Zip Code)
(805) 583-0050
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(Registrant's telephone number, including area code)
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
On or about June 27, 1997, Fields Aircraft Spares, Inc. (the "Company")
received and accepted a subscription agreement for the sale of 15,774 common
shares of the Company, par value $.05 per share (the "Common Shares") and
warrants to acquire 2,881 Common Shares at $6.25 per share (the "Warrants"), for
approximately $98,780. The Warrants are exercisable at any time prior to the
second anniversary of their issuance. The Securities were sold to Etablissement
Pour Le Placement Prive, Zurich Switzerland ("EPP") in reliance on Regulation S
of the Securities Act of 1933 ("Regulation S"). EPP has represented to the
Company that EPP is an accredited non-US person as defined in Regulation S.
EPP acted as the Company's placement agent in connection with a prior
Regulation S placement, which concluded in February 1997. In connection with
that offering, the Company issued, on or about June 26, 1997, additional
warrants to acquire 32,857 Common Shares at $6.25 per share (the "Agent
Warrants") pursuant to the terms of the Placement Agent Agreement, dated July
22, 1996, between the Company and EPP, as amended. The Agent Warrants are
exercisable at any time prior to the second anniversary of their issuance. The
issuance of the Agent Warrants was made in reliance on Regulation S.
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<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: July 1, 1997 By /s/Alan M. Fields
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Alan M. Fields, President
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