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: January 15, 1998
TELECONFERENCING SYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Name change as of January 15, 1998: GS TELECOM LIMITED
Colorado 0-13313 36-3296861
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
c/o 10200 W. 44th Ave., #400, Wheat Ridge, CO 80033
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 303-422-8127
P.O. Box 4197, Englewood, CO 80155-4197
(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant
None.
Item 2. Acquisition or Disposition of Assets
None.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Accountants
None.
Item 5. Other Events
1) Pursuant to an Information Statement and Notice of
Special Meeting of Shareholders on January 5, 1998, the shareholders
approved up to a 150 to 1 reverse split of the issued and outstanding
common shares.
2) Further, the shareholders approved the change of name of
the corporation to GS Telecom Limited.
3) On January 6, 1998, the Board of Directors appointed
Marcia Joslin Bennet, age 49, to the Board of Directors. Ms Bennet
has taken courses in Commerce and Banking from the University of
Toronto and has taken courses from the Canadian Securities Institute.
From 1981 to 1994, she was a director and Executive Committee Member
of Gordon Capital Corporation. Since 1994, she has been Chairman and
a Director of Treleven, Ltd. of Bermuda. She has been a Registered
Representative of the NASD and is a Fellow in the Canadian Securities
Institute.
4) GS Telecom Limited, formerly Teleconferencing Systems
International Inc. announce that their first Private Placement of
8% Convertible Loan Notes, due September 30, 2000, has now been closed.
The sum raised was $440,000 which was subject to Finder's Fees and Sales
Commission of $40,000 (10%). The transaction was accomplished to foreign
investors pursuant to Regulation S.
The Holders of these Notes shall have the option to convert
one hundred percent (100%) of the original principal amount of
the Note issued to the Holder at any time after the 120th day
following the date of issue, into shares of the Company's Common
Stock at a conversion price equal to the lower of $2 per share or
at twenty five percent (25%) less than the average closing bid
price of the Company's Common Stock for the five (5) consecutive
trading days ending on the trading day immediately preceding the
date thereof. Notwithstanding the foregoing, if, after the
effectiveness of the Registration Statement or if an exemption is
available from registration,
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the closing bid price of the Company's Common Stock reaches four
dollars for the five (5) consecutive trading days ending on the
trading day immediately preceding the date thereof, the Company
shall have the option of forcing conversion up to Fifty Percent
(50%) of the original principal amount of the Notes originally
issued to the Holder, and if, after such effectiveness, the closing
bid price of the Company's Common Stock reaches eight dollars, the
Company shall thereafter have the option of forcing conversion up to One
Hundred Percent (100%) of the original principal amount of the Notes
issued to the Holder.
5) The appointment of Messrs. David Innes and Marshal Kaye
as directors was effective as of November 25, 1997.
Item 6. Resignation of Directors
Director Keith Shwayder resigned as of November 30, 1997.
Item 7. Financial Statements Pro Forma Financial & Exhibits
None.
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 thereunto duly authorized.
Date: January 15, 1998 GS TELECOM LIMITED
By: /s/ Robert Kropf
Robert Kropf, President
