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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 (Date of Earliest Event Reported): OCTOBER 29, 1997
DVI, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 0-16271 22-2722773
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
500 HYDE PARK, DOYLESTOWN, PENNSYLVANIA 18901
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, Including Area Code: (215) 345-6600
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
The following information is furnished in accordance with Item 701 of
Regulation S-B as to certain equity securities of DVI, Inc. (the "Registrant")
sold by the Registrant that were not registered under the Securities Act of
1933, as amended, in reliance upon Regulation S promulgated thereunder:
(a) Date, Title and Amount of Securities Sold. On October 29, 1997, the
Registrant completed the sale of an aggregate of 300,000 shares (the "Shares")
of the Registrant's common stock, par value $.005 per share.
(b) Names of Principal Underwriters, Purchasers. The Shares were not
publicly offered by the Registrant. The purchasers of the Shares were: (i) Banco
Della Svizzera Italiana - 90,000 shares; (ii) Banque Cantonale Vaudoise - 50,000
shares; (iii) Fidurhone S.A. - 10,000 shares; (iv) Triaxis Trust AG - 100,000
shares; and (v) Bank Julius Baer & Co. ltd. - 50,000 shares, each an unrelated,
non-affiliated, non-U.S. person.
(c) Total Offering Price; Consideration Received. The Shares were priced
at a 5% discount to the last reported sale price of $18.00 on October 15, 1997
which was the last trading date prior to the date an agreement in principal was
reached with respect to the pricing of the Shares. Total consideration paid by
the purchasers of the Shares was $5,130,000, of which the Registrant received
$4,860,000 (net of related offering expenses) after the payment of a commission
of $130,230 to Vollenweider and Bottinelli and a finder's fee of $130,230 to Bay
City Capital in connection with the placement of the Shares. Bay City Capital
currently is providing investor relations services to the Registrant for which
it is being separately compensated.
(d) Exemption from Registration Claimed. Each of the purchasers is an
unrelated, non-affiliated, non-U.S. person, eligible for utilization of
Regulation S under the Securities Act as not being a "U.S. Person," as such term
is defined in Rule 902(o) of Regulation S. Each of such purchasers has
represented and warranted in an Offshore Securities Purchase Agreement that it
is eligible to utilize such exemption.
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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 hereunto duly authorized.
DVI, INC.
By: /s/Steven R. Garfinkel
Steven R. Garfinkel
Chief Financial Officer
Date: October 29, 1997
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