IMALL INC
8-K, 1997-12-12
EDUCATIONAL SERVICES
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT

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


                               December 9, 1997
                -----------------------------------------------
                Date of Report (date of earliest event reported)


                                  iMALL, INC.
             -----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

 
    Nevada                      0-21201                  59-2544687B
- ------------------          ----------------            --------------
(State or other             (Commission File          (IRS Employer
jurisdiction of              Number)                   Identification    
Incorporation)                                         Number)




     4400 Coldwater Canyon Blvd., Suite 200, Studio City, California 91604
     ---------------------------------------------------------------------
                    (Address of principal executive offices)


                                (818) 509-3600
              --------------------------------------------------
             (Registrant's telephone number, including area code)



                                              Exhibit Index
                                              on Page 4
                                              1 of 5 pages
<PAGE>
 
ITEM 5.  OTHER EVENTS


          Pursuant to Rule 135c(d), the Company hereby files a copy of the press
release issued on December 9, 1997 pertaining to a private placement of the
Company's securities.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

     c.  Exhibits:

     Exhibit
     Number    Description
     ------    -----------

     99.1      Press Release

                                       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.

                                        iMALL, INC.



                                        By /s/  Mark Comer
                                          ----------------------------
                                          Mark Comer, President

Dated:  December 10, 1997

                                       3
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE> 
<CAPTION> 

Exhibit                                         Page
Number     Description                         Number
- ------     -----------                         ------
<C>       <S>                                    <C> 
 99.1      Press Release                          5
</TABLE> 

                                       4

<PAGE>
 
                                                                    Exhibit 99.1


                                 PRESS RELEASE
                                 -------------


                           iMALL RAISES $10.7 MILLION
                      IN FIRST PHASE OF PRIVATE PLACEMENT


     STUDIO CITY, California, December 9, 1997 -- iMALL, Inc. (OTC-BB:IIML)
today said it has raised gross proceeds of approximately $10.7 million in the
first phase of a private placement to accredited investors of Units of the
company's securities.  The Units consist of shares of the company's 9%
Convertible Preferred Stock and warrants to purchase its Common Stock.

     This placement is part of a larger private offering of Units for up to a
maximum of $20 million.

     The company plans to use the net proceeds from the placement to increase
its sales and marketing efforts, to retire debt, for further development of its
hardware and software products, for capital expenditures and for working capital
purposes.

     The Units, the shares of Preferred Stock, the Warrants and the shares of
Common Stock issuable upon the conversion or exercise thereof will not be or
have not been registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.  The company has agreed to use its
best efforts to register for resale the Warrants and the Common Shares issuable
upon conversion of the Preferred Shares and the exercise of the Warrants.

                                       5


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