CABLE & CO WORLDWIDE INC
8-K, 1996-11-26
APPAREL, PIECE GOODS & NOTIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT



     Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) November 20, 1996


                           CABLE & CO. WORLDWIDE, INC.
             (Exact name of Registrant as specified in its charter)


        Delaware                    0-207693                      22-3341195
(State or other jurisdiction of   (Commission File Number)       (IRS Employer
incorporation or organization)                               Identification No.)

                   724 Fifth Avenue, New York, New York 10019
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (212) 489-9686


                                       n/a
          (Former name or former address, if changed since last report)




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Item 9.  Sales of Equity Securities Pursuant to Regulation S.


      Pursuant  to  the  exemption  from  the  registration  requirements  under
Regulation  S  promulgated  under the  Securities  Act of 1933,  as amended (the
"Act"), on November 20, 1996, Cable & Co.  Worldwide,  Inc. (the "Company") sold
3,653 shares of Series B convertible  preferred stock (the "Preferred Stock") at
an aggregate  purchase price of $2,739,750 with a face amount of $3,653,000 to 6
"accredited  investors" as that term is defined  under  Regulation D promulgated
under the Act. The  placement  agent for the private  placement  was J.P.  Carey
Enterprises,  Inc.  The  face  amount  of  the  shares  of  Preferred  Stock  is
convertible  into  shares of common  stock of the  Company,  $.01 par value (the
"Common  Stock")  commencing on January 4, 1997, at a conversion  price equal to
the  lesser  of $2.50 per share or the  average  closing  bid price for the five
trading  days  immediately  preceding  the notice of  conversion.  In  addition,
warrants to purchase up to 200,000  shares of Common Stock at an exercise  price
of $3.00 per share were granted to Holden Holdings, Ltd.
in connection with the private placement.











<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.

Dated: November 26, 1996



                                       CABLE & CO. WORLDWIDE, INC.
                                              (Registrant)



                                       By: /s/ Alan Kandall
                                               Alan Kandall
                                               Executive Vice President




<PAGE>



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