BELL TECHNOLOGY GROUP LTD
8-K, 1998-04-13
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       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) March 27, 1998


                           BELL TECHNOLOGY GROUP LTD.
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


   Delaware                         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) 334-8500
                                                ---------------


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>



Item 5.           Other Events.

                  Registrant's press release dated March 27, 1998 is filed
herewith as Exhibit 20 and is incorporated herein by reference.

Item 7.           Financial Statements and Exhibits.

                  (c) Exhibits. 20. Press release of Registrant dated March 27,
1998.

                                        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.

                                            BELL TECHNOLOGY GROUP LTD.




                                            By      Marc H. Bell
                                               -----------------------------
                                               Marc H. Bell, President
                                                and Chief Executive Officer


Dated:  April 13, 1998

                                        3

<PAGE>


                                  EXHIBIT INDEX


                                                                   Sequentially
Exhibit                                                            Numbered Page
- -------                                                            -------------

  20.             Press release of Registrant dated
                  March 27, 1998.


                                        4



                                                                      Exhibit 20



BELL TECHNOLOGY GROUP LTD. ANNOUNCES PROPOSED PRIVATE PLACEMENT
OF SENIOR NOTES AND WARRANTS



NEW YORK (BUSINESS WIRE), NEW YORK, MARCH 27, 1998 -- Bell Technology Group
(Nasdaq SmallCap:BELT, BELTW) announced today that it intends, subject to market
and other conditions, to raise up to $140 million in a private placement
pursuant to Rule 144A of high yield securities.

                  The securities to be offered will not be registered under the
Securities Act of 1933, as amended or applicable state securities laws, and will
not be offered or sold absent registration under the Securities Act of 1933 and
applicable state securities laws or available exemptions from registration
requirements.

                  Bell Technology Group Ltd. is an Internet service provider
engaged in the design, construction and provision of sophisticated
Internet-based solutions to large and medium size business enterprises. The
Company's services include: (i) high bandwidth dedicated Internet access, web
hosting and co-location facilities, (ii) value-added systems and network
integration, (iii) interactive development -- digital web design and web
implementation and 3-dimensional animation, and (iv) instructor-led corporate
training. The Company currently provides Internet services to over 450 clients
in New York city.

                  THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.


Contact:
                  Bell Technology Group Ltd.
                  Marc H. Bell, CEO & President
                  (212) 334-8501
                  marc_bell(pound)belltech.com





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