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) September 24, 1997
BELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in charter)
New York 1-14168 13-3781263
(State or other juris- (Commission (IRS Employer
diction of Incorporation) File number) Identification No.)
295 Lafayette Street, 3rd Floor, New York, New York 10012
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (212) 334-8600
(Former Name or Former Address, if Changed Since Last Report)
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
(a) and (b) On September 24, 1997, the Registrant entered into
an agreement with Value Management & Research GmbH ("VMR") to sell to VMR for
itself or to VMR on behalf of other investors an aggregate of 382,609 shares of
the Registrant's common stock, $.01 par value per share (the "Common Stock") for
a purchase price of $5.75 per share.
(c) The total offering price was $2,200,000. The Registrant
has agreed to pay VMR a fee of $100,000 and to issue 17,391 shares of the Common
Stock and a stock purchase warrant to purchase 34,783 shares of the Common Stock
at an exercise price of $6.60 per share, which warrant shall be exercisable for
a period of five years from September 24, 1997.
(d) The Registrant claimed exemption from registration
pursuant to Regulation S. The offer was made to VMR, a resident of Germany, in
Germany. The Registrant made no directed selling efforts in the United States
and the securities have come to rest outside of the United States.
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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.
BELL TECHNOLOGY GROUP LTD.
By /S/____________________________
Marc Bell, President
and Chief Executive Officer
Dated: October 7, 1997
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