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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): DECEMBER 2, 1998
NATIONAL DATACOMPUTER, INC.
(Name of Small Business Issuer in its Charter)
DELAWARE 0-15885 04-2942832
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No)
900 MIDDLESEX TURNPIKE, BLDG. 5
BILLERICA, MA. 01821
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (978) 663-7677
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
(a) Securities sold. On December 2, 1998 the Registrant issued 145,396
shares (the "Shares") of its Common Stock, par value $.08 per share.
(b) Underwriters and other purchasers. No underwriters were involved in the
transaction. The Shares were issued to RBB Bank AG ("RBB Bank").
(c) Consideration. The Shares were issued in satisfaction of an aggregate
interest payment due to RBB Bank of $103,594.76 which interest was due
pursuant to the terms of three series of convertible preferred stock that
are currently issued, outstanding and held by RBB Bank. There were no
underwriting discounts or commissions.
(d) Exemption from registration claimed. The Registrant claimed exemption from
registration pursuant to Rule 903 of Regulation S promulgated under the
Securities Act of 1933, as amended. In claiming this exemption, the
Registrant relied on certain facts, including without limitation, the
following: that the offer and sale were made in an offshore transaction;
that no directed selling efforts were made in the United States by the
Registrant, a distributor, any of their respective affiliates, or any
person acting on behalf of the foregoing; that the Registrant is a
reporting issuer; that offering restrictions were implemented; and that the
sale was not made to a U.S. person or for the account or benefit of a U.S.
person.
(e) Terms of conversion or exercise. Not applicable.
(f) Use of Proceeds. Not applicable.
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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.
NATIONAL DATACOMPUTER, INC.
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(Registrant)
December 16, 1998 by: /s/ Malcolm M. Bibby
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Malcolm M. Bibby
President
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