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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: May 7, 1998
UNITED LEISURE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-6106 13-2652243
(State of other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) I.D. Number)
18081 MAGNOLIA AVE., FOUNTAIN VALLEY, CA 92708
(Address of Principal Executive Offices) (Zip Code)
(714) 378-8761
(Registrant's Telephone Number,
Including Area Code)
N/A
(Former name or former address, if changed from last report)
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On April 1, 1998, United Leisure Corporation (the "Company") concluded
a Regulation S offering of 10 units, each unit consisting of 120,000 shares of
the Company's Common Stock and one warrant to purchase 60,000 shares of
Common Stock at an exercise price of $.27 per share (the "Warrant"), for
aggregate gross proceeds to the Company of $264,000.
Pursuant to the terms of the Warrant, the shares of Common Stock
issuable upon the exercise of the Warrant, and the exercise price therefor,
will not be subject to dilution in the event a reverse stock split is effected
by the Company. The Company has prepared and filed with the Securities and
Exchange Commission a definitive Information Statement on Schedule 14C, and
intends to mail said Information Statement on or about May 8, 1998 to
stockholders of record as of the close of business on May 6, 1998, proposing
an amendment to the Company's Certificate of Incorporation to effect a 6:1
reverse stock split of the Company's Common Stock (the "Reverse Stock Split").
The Warrant is exercisable for a period of five years commencing April 1, 1998.
All of the units were sold to one non-U.S. investor. In connection
with this offering, the Company paid a placement fee to Baytree Associates,
Incorporated, the selling agent, of 10%, and a non-accountable expense
allowance of 3%, of the gross proceeds of the offering. This offering was
exempt from registration under the Securities Act of 1933, as amended, pursuant
to Regulation S promulgated thereunder.
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 duly authorized.
UNITED LEISURE CORPORATION
Dated: May 7, 1998 By: /s/ Harry Shuster
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Harry Shuster,
Chief Executive Officer
