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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
December 4, 1997
FORWARD INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
New York 0-6669 13-1950672
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
275 Hempstead Turnpike
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West Hempstead, New York 11552
(Address of principal executive offices)
Registrant's Telephone Number, including
area code: (516) 564-1100
Not Applicable
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(Former Address, if changed since last report)
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Item 5. Other Events.
a. On December 4, 1997 Forward Industries, Inc. (the "Company")
consummated the sale of its real property at 106-24 Avenue D, Brooklyn, New
York to MCS Realty Corp. in consideration for $830,000 in cash. The proceeds
from the sale were used to pay down a portion of the Company's outstanding
mortgage obligations with respect to the property, the balance of which was
paid by the Company. The Company paid a brokerage fee of $53,100 in connection
with the transaction.
b. On December 4, 1997 the Company consummated a private offering of
securities consisting of units ("Units"), each comprised of (i) 60,000 shares
of the Company's Common Stock, $.01 par value ("Common Stock"), (ii) one
warrant (a "Private Placement Warrant ") to purchase up to 60,000 shares of
Common Stock at $2.00 per share and (iii) one unsecured convertible promissory
note in the principal amount of $10,000, bearing interest at a rate of 10% per
annum (convertible at the sole option of the Company under certain
circumstances, into 40,000 shares of Common Stock and one Private Placement
Warrant) maturing on December 4, 1998. 55.4 Units were sold for $25,000 per
Unit, aggregating $1,385,000, including $554,000 aggregate principal amount of
debt. A commission of 10%, aggregating $138,500, was paid by the Company in
connection with such sales. The sales were made to accredited investors
pursuant to Regulation D promulgated under the Securities Act of 1933, as
amended.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) Financial statements of business acquired: Not applicable
(b) Pro forma financial information: Not applicable
(c) Exhibits: None.
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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.
December 12, 1997
FORWARD INDUSTRIES, INC.
By: /s/ Theodore H. Schiffman
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Theodore H. Schiffman
Chairman and Chief Executive Officer
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