UNITED STATES
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): January 16, 1998
HALSEY DRUG CO., INC.
(Exact name of registrant as specified in its charter)
New York 1-10113 11-0853640
(State of Jurisdiction) (Commission (IRS Employer
File Number) Identification No.)
1287 Pacific Street, Brooklyn, New York 11233
(Address of Principal Executive offices) (Zip Code)
Registrant's telephone number, including area code: 718-467-7500
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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 Registrant's Certifying Accountant. None.
Item 5. Other Events. None.
Item 6. Resignation of Registrant's Directors. None.
Item 7. Financial Statements and Exhibits. None.
Item 8. Change in Fiscal Year. None.
Item 9. Issuance of Equity Securities Pursuant to Regulation S.
On January 16, 1998, the Registrant entered into a Subscription Agreement with
Mabcrown, Inc. ("Mabcrown") pursuant to which the Registrant agreed to convert
debt which the Registrant owed to Mabcrown in the amount of $214,000, plus all
accrued interest from the date of the Subscription Agreement to the date of the
conversion of the Note, into shares of the Registrant's $.001 par value Common
Stock pursuant to Regulation S. The debt arose out of a Promissory Note (the
"Note") dated October 23, 1997 which Registrant executed in favor of Mabcrown.
In consideration of Mabcrown's agreement to terminate its rights under the Note,
the Registrant agreed to convert its debt to Mabcrown into shares of the
Registrant's Common Stock at a conversion rate of 75% of the average closing bid
price of the Common Stock for the five (5) trading days immediately preceding
the date upon which the Registrant receives from Mabcrown a Notice of
Conversion. In addition, the Registrant agreed to deem the 10,000 shares of
Common Stock issued to the Subscriber as additional consideration for purchasing
the Note, as shares issued pursuant to Regulation S, as of the date of the
Subscription Agreement. No commission was paid to a third-party with respect to
the parties execution of the Subscription Agreement.
Mabcrown, Inc. is an investment company located and domiciled in Zurich,
Switzerland.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HALSEY DRUG CO., INC.
(Registrant)
Dated: January 30, 1998 /s/ Rosendo Ferran
-----------------------------
Rosendo Ferran, President/CEO
1287 Pacific Street
Brooklyn, New York 11233
(718) 467-7500
