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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)
April 1, 1997
SENETEK PLC
(Exact name of registrant as specified in its charter)
United Kingdom 0-14691 77-003972
(State or other jurisdiction) (Commission (IRS Employer
of incorporation) File Number) Identification No.)
23 Palace Street
London SW1E 5HW
(Address of principal executive offices) (Zip Code)
011 44 171 828 4800
(Registrant's telephone number, including area code)
(Former name or former address if changed since last Report)
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SENETEK PLC
Index to Current Report on
Form 8-K
Page No.
Item 9 Regulation S Sales 3
Signatures 5
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Item 9. Sales of Equity Securities pursuant to Regulation S
1 On April 1, 1997, ("the Closing Date"), Senetek PLC ("the
Company") issued $1,500,000 of 8% Convertible 3 Year
Debentures ("the Debentures") with exercise rights
for conversion into American Depositary Shares
represented by American Depositary Receipts ("ADR")
in compliance with and in reliance upon the
provisions of Regulation S under the Securities Act
of 1933, as amended ("the Act"). The Debentures have
been issued to two subscribers, both being non-US
residents or persons ("the Subscribers") in
consideration of the payment of $750,000 each to the
Company.
2. The first Subscriber has the right to convert the
Debentures and any accrued interest into ADR by not later
than April 1,2000 at a price representing 80% of the
average of the closing bid price on the market of the
Company's ADR as reported by the NASDAQ Market System
for the five (5) trading days immediately preceding
the date of conversion by the Subscriber. No more
than one third of the principal sum of the Debenture
shall be convertible in any thirty day period without
the written agreement of the Company.
3. The second Subscriber has the right to convert the Debentures
and any accrued interest into ADR by not later than April 1,
2000, at a price (i) representing 74% of the average of the
closing bid price on the market of the Company's ADR as
reported by the NASDAQ Market System for the five
(5) trading days immediately preceding the date of conversion
by the Subscriber,("the Conversion Price") save that (ii)
if the Conversion Price shall be less than $3 per ADR then
the Conversion Price shall be $3 per ADR, subject to a caveat
(iii) that if the average closing bid price, as defined above,
is less than $3 on June 30, 1997, then the Conversion
Price shall be adjusted to 74% of the five day average prior
to June 30, 1997. However, (iv) if the Conversion Price is
greater than 125% than the five day average of the Closing
Price immediately preceding the Closing Date, then the
conversion price shall be adjusted to 125% of the five day
average prior to the Closing Date.
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4) In association with the above issuance, the Company has
issued to each of the same two Subscribers, three (3)
three year Warrants exercisable at any time after 120
days from the Closing Date until April 1, 2000
entitling each Subscriber to convert up to a total of
750,000 Warrants into such number of ADR that shall
represent an exercise price of 125% of the average
closing bid price, as defined above, for the five (5)
trading days immediately preceding April 1, 1997,
i.e. the Closing Date.
5) Commissions relating to the above transactions in the
aggregate amount of $150,000 have been paid to
placement agents Cornerstone Financial Corporation
and Mr. Rishi Nangalia. In addition, the Company has
issued Mr. Nangalia one (1) 3 year warrant
exercisable up to April 1, 2000 entitling him to
convert up to 75,000 Warrants into ADR under the same
terms and conditions as described in 4 (above).
Exemption from the Registration requirements of the Act for
the above transactions is hereby claimed under the provisions
of Regulation S.
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SIGNATURE
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
SENETEK PLC
Dated : April 14, 1997 By /s/ P. A. Logan
P. A. Logan
Director and Company Secretary
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