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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 15, 1997
HMG WORLDWIDE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-13121 13-3402432
(State or other jurisdiction of (Commission File No.) Employer Identification
incorporation) No.
475 Tenth Avenue, 12th Floor, New York, New York 10018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-736-2300
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Item 5. Other Events
Effective September 30, 1997, the Company issued $2.2 million 10%
Convertible Debentures Due September 30, 2000 ("Debentures") through a private
placement ("Private Placement"). Each Debenture bears interest at the rate of
10% per annum and is convertible, at the option of the holder at any time, into
shares of Company's Common Stock ("Conversion Shares"), $0.01 par value, based
upon the conversion price of $1.25 per share. The Company may prepay the
Debentures, on 30 days prior notice, at such time as the average closing price
of the Common Stock exceeds $1.75 per share for a 30 day period prior to notice
of such prepayment provided that the Conversion Shares have been registered
under the Securities Act at the time of such prepayment. The Debentures and the
Conversion Shares which may be acquired upon the conversion have been issued
without registration by reason of the private offering exemption under Section
4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.
Accordingly, the Debentures and the Conversion Shares may not be resold by the
respective purchasers thereof absent registration under the Securities Act or
the availability of an applicable exemption from such registration.
Also on September 30, 1997, the Company entered into a two year Consulting
Agreement with Lazam Properties Ltd ("Consultant") for which the Consultant will
provide financial consulting and other services. Pursuant to the terms of the
Consulting Agreement, the Consultant will receive (i) payments aggregating
$260,000 and (ii) warrants to purchase an aggregate of 200,000 shares of Common
Stock exercisable at $1.25 per share. The warrants are exercisable over a term
of five years.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on it behalf by the
undersigned thereunto duly authorized.
Dated: October 15, 1997 HMG Worldwide Corporation
(Registrant)
By: /s/ Robert V. Cuddihy, Jr.
Chief Operating Officer and
Chief Financial Officer
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