UNITED STATES
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: December 2, 1997
STARNET COMMUNICATIONS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-2027313
(State of incorporation) (Commission File Number) (IRS Employer ID No.)
425 Carrall Street, Mezzanine Level
Vancouver, B.C., Canada V6B 6E3
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (604) 685-7619
(Former name or former address, if changed since last report)
N/A
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
(a) On December 2, 1997 the Registrant sold securities in the form of
common shares and warrants (the "Securities") to seven separate
sophisticated foreign investment groups for a total purchase
price of $2,450,000. Each investor purchased 350,000 shares, with
350,000 warrants.
(individually, the "Buyer", collectively, the "Buyers")
There was no principal underwriter involved and the Registrant
did not publicly offer any securities.
(b) The total offering price for the Securities was $2,450,000. There
was no underwriting discount.
(c) The Registrant claimed exemption for the Securities from
registration under the Securities Act of 1933 (the "Act")
pursuant to Regulation S promulgated under the Act. The facts
making the exemption from registration available are as follows
thus making the offer and sale offshore transactions:
1. The Buyers are not persons in the United States. The Buyers
were organized under the laws of a foreign jurisdiction and
were not formed by U.S. persons principally for the purpose
of investing in securities not registered under the Act.
2. At the time the buy orders were originated, by Buyers were
outside the United States.
3. No directed selling efforts were made in the United States.
4. The Registrant is a reporting issuer.
5. Offering restrictions applicable to Regulation S have been
implemented.
(d) The Securities sold were in the form of common shares with
warrants. Each share was sold for $1.00, with no additional
consideration being paid for the warrant, for a total of
2,450,000 common shares being sold.
The terms and conditions of the warrant are as follows: For each
share purchased, the Buyer is entitled to a single warrant which
may be exercised, within one year, at $2.00. Each warrant
exercised at $2.00 entitles the purchaser to one share of Common
Stock, and a second warrant (the "Piggyback Warrant"). Each
Piggyback Warrant may be exercised, within one year of the
Piggyback Warrant being issued, at $4.00. The exercising of the
Piggyback Warrant entitles the purchaser to one share of Common
Stock only.
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SIGNATURE
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, thereto duly authorized.
Date: December 8, 1997
(Registrant) STARNET COMMUNICATIONS INTERNATIONAL INC.
By: /s/ Christopher H. Zacharias
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Christopher H. Zacharias Secretary
