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) March 17, 1997
------------------
WAVETECH, INC.
--------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2726569
---------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5210 E. Williams Circle, Suite 200, Tucson, Arizona 85711
- --------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (520)750-9093
-------------
Not applicable
--------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
On March 17, 1997 Interpretel, Inc., ("Interpretel"), a wholly owned
subsidiary of Wavetech, Inc. (the "Company"), issued a promissory note to the
Brent Swanick Trust Account (the "Trust") in an offering pursuant to Regulation
S of the Securities Act of 1933, as amended (the "Securities Act"). The
promissory note has an initial principal balance of $200,000 and accrues
interest at a rate of 14% per annum. The aggregate unpaid principal balance and
accrued but unpaid interest must be paid on or before May 31, 1997, or at the
option of the holder, may be converted into a number of shares of the Company
with a fair market value (discounted by 20%) equal to such unpaid principal and
interest. The note was issued as partial consideration for a $200,000 bridge
loan extended by the holder of the note to Interpretel.
As part of this transaction, the Company issued a warrant to purchase
30,000 shares of its common stock to the Trust in an offering pursuant to
Regulation S of the Securities Act. The warrant may be exercised at any time
prior to March 20, 1999 at an exercise price of $0.91 per share. The warrant was
issued as partial consideration to the holder for the extension of the
above-referenced $200,000 bridge loan to Interpretel.
In order to rely upon the safe harbor provisions of Regulation S, the
Company complied with the offering restrictions set forth in Rule 903 of the
Securities Act. In addition, the Company relied upon certain representations and
warranties of the purchaser as to its status as a non-U.S. person, its intent to
purchase the securities for investment purposes only and certain additional
offering restrictions required by Rule 903 of the Securities Act. Restrictions
have been imposed on the resale of the securities and the shares of common stock
issuable thereunder, and written disclosure of such restrictions was made prior
to the issuance of such securities.
2
<PAGE>
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.
Dated: March 31, 1997 WAVETECH, INC.
By: /s/ Lydia M. Montoya
--------------------------------
Chief Financial Officer
3
