COMPU DAWN INC
8-K, 1998-11-18
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: November 18, 1998
                        (Date of earliest event reported)


                                COMPU-DAWN, INC.
- --------------------------------------------------------------------------------
               (Exact name of Registrant as specified in charter)


 Delaware                         000-22611                          11-3344575
- --------------------------------------------------------------------------------
(State or other jurisdiction  (Commission File No.) (IRS Employer Identification
 of  incorporation)                                  Number)



    77 Spruce Street, Cedarhurst, New York                               11516
- --------------------------------------------------------------------------------
  (Address of principal executive offices)                            (Zip Code)


       Registrant's telephone number, including area code: (516) 374-6700


                                        1

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Item 5.    Other Events.

     On November 18, 1998,  Compu-DAWN,  Inc. issued a press release (the "Press
Release")  announcing  that it had  increased  its  loan  facility  to  LocalNet
Communications,  Inc.  ("LocalNet") by an additional $800,000 or to an aggregate
of  $1,800,000,  and obtained an option to convert up to  $1,000,000 of the loan
principal  into a  number  of  shares  of  LocalNet  capital  stock up to 40% of
LocalNet's equity. The loan increase and conversion option are more particularly
described in the Press Release, which is attached hereto as Exhibit 99.1


Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits

         99.1     Press Release, dated November 18, 1998






<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.


                                               COMPU-DAWN, INC.


Dated: November 18, 1998                       By: /s/ Mark Honigsfeld
                                                   Mark Honigsfeld
                                                   Chairman of the Board




K:\WPDOC\CORP\COMPUDAW\SECFILE\8KPRESS3.REL

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                                                                    Exhibit 99.1


Contact:          Mark Honigsfeld           (516) 374-6700 Ext. 601

COMPU-DAWN  INCREASES  LOAN  FACILITY  TO  LOCALNET   COMMUNICATIONS,   INC.,  A
TELECOMMUNICATIONS  AND INTERNET  MARKETING  BUSINESS,  UP TO $1,800,000  AND IS
GRANTED  OPTION TO CONVERT  PART OF THE LOAN  PRINCIPAL  INTO 40% OF  LOCALNET'S
EQUITY


Cedarhurst,  NY  November  18,  1998  -  Compu-DAWN,   Inc.  (NASDAQ:CODI)  (the
"Company")  today  announced  that the Company  increased  its loan  facility to
LocalNet  Communications,  Inc.  ("LocalNet")  by $800,000 or to an aggregate of
$1,800,000. The aggregate principal borrowed, together with interest, is payable
in  October  1999.  LocalNet  granted  the  Company  an option to  convert up to
$1,000,000 of  outstanding  loan  principal  into a number of shares of LocalNet
capital  stock up to 40% of  LocalNet's  equity on a fully  diluted  basis.  The
Company can exercise the option at any time.

Compu-DAWN,  Inc.  is in  the  business  of  designing,  developing,  licensing,
installing  and  servicing  computer  application  and  communication   software
products and systems for law enforcement and other public safety  agencies.  The
Company  has  developed,  licensed  and  installed  its  system  in more than 60
agencies,  primarily  located in the State of New York and is actively  pursuing
use of its technology and resources in other industries.

                                       ###

This press  release may include  certain  forward-looking  statements  about the
Company that are based on management's current expectations.  Actual results may
differ  materially as a result of any one or more of the risks identified in the
Company's filings under the Securities and Exchange Act of 1934.



K:\WPDOC\CORP\COMPUDAW\SECFILE\8KPRESS3.REL

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