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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 (Date of earliest event reported) June 26, 1997
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Memry Corporation
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(Exact name of registrant as specified in its charter)
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Delaware 0-14068 06-1084424
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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57 Commerce Drive, Brookfield, Connecticut 06804
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 740-7311
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(Former name or former address, if changed since last report)
Page 1 of 3 Pages
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
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On June 26, 1997, Memry Corporation (the "Company") sold 200,000 shares of
its Common Stock, par value $0.01 per share ("Common Stock," and such shares,
the "Shares"), to Dominion Financial Group International LDC, a Cayman Islands
corporation ("Dominion"), for total consideration of $300,000, pursuant to the
terms of the Company's standard securities purchase agreement for foreign sales.
Such sale was part of an offering of an aggregate of up to 430,000 shares of
Common Stock at $1.50 per share which began in April 1997 and is currently
ongoing. The sale to Dominion was exempt from registration pursuant to the
terms of Regulation S promulgated under the Securities Act of 1933, as amended
("Regulation S"). With respect to such exemption, the Company has relied on
representations made by Dominion regarding, among other things, that Dominion is
not a "U.S. person" as such term is defined in Regulation S. W. Andrew Krusen,
Jr., a director of the Company, is the chairman of the executive committee of
Dominion and also indirectly beneficially owns certain outstanding securities of
LDC through Dominion Partners, of which Dominion Financial Group, Inc. (as to
which Mr. Krusen is President and a principal shareholder) ("DFGI") is the
managing general partner and immediate family members of Mr. Krusen are the
remaining partners, and through DFGI itself. Mr. Krusen has filed or soon will
be filing a Form 4 with the Securities and Exchange Commission to reflect his
indirect beneficial ownership of the Shares to the extent of his pecuniary
interest therein.
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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.
MEMRY CORPORATION
Date: July 8, 1997 By:/s/ James G. Binch
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James G. Binch
President
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