SECURITIES & 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 7, 1997
TIREX AMERICA INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-17598-NY 22-2824362
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3767 THIMENS, SUITE 207
VILLE ST. LAURENT, QUEBEC H4R lW4
(Address of principal executive offices) (Zip Code)
(514) 335-0111
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Page 1 of 9 pages
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Change in Offering Restrictions
As reported in Registrant's current reports on Forms 8-K, dated
January 10 (the "January 10th S-K"), and February 5, 1997 (the "February
5th 8-K ), filed with the Commission on January 24, and February 20, 1997,
respectively, Registrant, has sold an aggregate of six hundred thousand
(600,000) shares of its common stock, $.001 par value, per share (the
"Shares") without registration under the Securities Act of 1933, as
amended (the "Securities Act") pursuant to Regulation S thereof The
information reported in Item 9 of the January 10th and February 5th
8-K's, and all Exhibits filed with the said reports are hereby incor-
porated herein by reference.
All of the Shares were purchased for cash on a "delivery against
payment basis" by a corporation formed under the laws of the British
Virgin Islands and having its administrative office at P.O. Box 484,
108 14 Halkett Place, St. Helier, Jersey, Channel Islands (the "Buyer")
at a purchase price of twenty-seven United States cents (US $0.27) per
share (the "Purchase Price"). As reported in detail in Item 9 of the
January 10th and February 5th S-K's, such sales were made pursuant to
the terms of a subscription agreement, dated December 20, 1997 (the
"Subscription Agreement"), which was filed as Exhibit 4 to the January
10th 8-K. The Subscription Agreement entitles the Buyer to purchase an
aggregate of five million, five hundred fifty-five thousand, five
hundred fifty-five (5,555,555) shares of Registrant s common stock during
the approximately six-month period which began on December 20, 1996 and
will end on June 23. 1997 at a price of $0.27 per share. The per share
purchase price of $0.27 represented a discount of three cents ($0.03) or
ten percent (10%) from the average of the high and low bid prices for
Registrant's common stock as traded in the over-the-counter market and
reported in the NASDAQ Bulletin Board during the month of December 1996.
Registrant believes that such discount is warranted by a number of factors
including but not limited to the length of the restricted period, the
historic volatility of the market for Registrant's common stock, and
Registrant's financial condition. The terms of the Subscription Agreement
required, among other things, that the certificates representing all
shares sold under the Subscription Agreement would bear a legend reciting
the absence of registration under the Securities Act of 1933 of the shares
represented thereby and the restrictions on transfer resulting from such
lack of registration.
On March 7, 1997, in a letter to Registrant, the Buyer acknowledged
that the 40-day restricted period respecting the 600,000 Shares which
it had purchased had not yet commenced and that until such period had
elapsed the Shares could be sold only within the limitations of Regulation
S. The Buyer, however, requested that Registrant authorize the removal
of the restrictive legend from the certificates for the sole purpose of
facilitating the Buyer's ability to sell some of the Shares in accordance
with the requirements of Regulation S.
In response to such request, the Registrant and the Buyer agreed to
adopt transactional and offering restrictions, the purpose of which are to
insure that the Shares will not be sold to a United States person during
the restricted period despite the absence of a restrictive legend and that
the offers and sales of the Shares which were made by Registrant to the
Buyer would remain,
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and any subsequent offers and resales of the Shares which may be made by
the Buyer will be made, in conformance with the requirements of Rule 903
(c)(2) and, if applicable to resales by the Beneficial Shareholder, with
the requirements of Rule 904. The transactional and offering restrictions
which will be implemented by the Registrant and the Buyer are set forth
in the Buyer's letter to Registrant, dated March 7, 1997, which is being
filed as Exhibit 4 to this Report, They include without limitation the
following:
In connection with any sale of the Shares made prior to the expiration
of the applicable 40- day restricted period, the Buyer will perform all
due diligence investigations and obtain and examine all representations
from any prospective purchaser, together with all documentary evidence
needed to support the accuracy and completeness of such representations,
as is necessary to ensure to the satisfaction of the Buyer and of the
Registrant that:
(a) every such sale will be made in an "offshore transaction" as
that term is defined in Rule 902(i);
(b) no directed selling efforts, as that term is defined in Rule
902(b), shall be made in the United States by the Registrant,
a distributor, any of their respective affiliates, or any person
acting on behalf of any of the foregoing;
(c) that at the time of every such sale, the Registrant is current
in its 1934 Act reporting requirements;
(d) that the following offering restrictions will be implemented in
accordance with Rule 902(h) of Regulation S:
(i) all offers and sales of the Shares by the Buyer, or by any
purchaser from the Buyer, made prior to the expiration of
the 40-day restricted period shall be made only: (i) in
accordance with the provisions of Rule 903(c)(2) or, if
applicable, Rule 904; (ii) pursuant to registration of
the Shares under the Act; or (iii) pursuant to any available
exemption from the registration requirements of the Act; and
(ii) that all offering materials and documents (other than press
releases) used in connection with offers and sales of the
Shares prior to the expiration of the restricted period
specified in Rule 903(c)(2) shall include statements to the
effect that the Shares have not been registered under the
Act and may not be offered or sold in the United States or
to U.S. persons (other than distributors) unless the Shares
are registered under the Act, or an exemption from the
registration requirements of the Act is available. Such
statements shall appear in all places designated in Rule
902(h)(2)(i) - (iii);
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(e) that the offer or sale of any of any of the Shares, if made prior to
the expiration of the 40-day restricted period, will not be made to
a U.S. person, as that term is defined in Rule 902(o), or for the
account of a U.S. person (other than a distributor); and
(f) the Buyer will send to any person who purchases any of the Shares
from it (if such purchaser is a distributor, dealer [as defined in
Section 2(12) of the Act], or a person receiving a selling concession,
fee or other remuneration in respect of the Shares), a confirmation
or other notice to the purchaser stating that the purchaser is subject
to the same restrictions on offers and sales that apply to a distri-
butor and that the Shares may be offered and sold during the restrict-
ed period only: (i) in accordance with the provisions of Regulation S;
(ii) pursuant to registration under the Act; or (iii) pursuant to an
available exemption from the registration requirements of the Act,
and the Buyer acknowledges that in connection with its purchase of
the Shares from the Registrant, the Registrant sent such notice to
the Buyer.
Based upon the foregoing, the certificates representing the Shares
were reissued to the Buyer on or about March 13, 1997 without restrictive
legends.
ITEM 7. EXHIBITS
The following documents are incorporated by reference in this Report
from Registrant's current report on Form 8-K, dated January 10, 1997 and
filed with the Securities and Exchange Commission on January 24, 1997,
under the following designation:
Exhibit 4. Offshore Common Stock Subscription Agreement, dated
December 20, 1996, between Registrant and Damask Holdings
Limited with the following Exhibits appended to such Sub-
scription Agreement:
Exhibit A - Certificate of the Directors of the Buyer
Exhibit B - Certificate of the Corporate Secretary of
the Buyer
Exhibit C - Delivery Against Payment Instructions
Exhibits filed as part of this Report are as follows:
Exhibit 4. Letter Agreement, dated March 7, 1997, between Registrant
and Damask Holdings Limited.
<PAGE> 4
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.
TIREX AMERICA INC.
Dated; March 18, 1997 By /S/ Terence C. Byrne
Terence C. Byrne, President
<PAGE> 5
DAMASK HOLDING LIMITED
108 Halkett Place
P.O. Box 484
St. Helier, Jersey JE4 5SS
Channel Islands
March 7, 1997
Tirex America Inc.
3767 Thimens, Suite 207
ville St.Laurent
Quebec Canada H4R 1W4
Re: REMOVAL OF LEGEND FROM TIREX AMERICA INC,
stock certificates Nos. TXC1006 & TXC1007
- 100,000 shares each;
Stock Certificate No. TXC1029 - 400,000 shares; and
all other Subsequent Tranches issued Certificates
Gentlemen:
The undersigned, Damask Holdings Limited (the "Beneficial Share-
holder") hereby requests that you authorize your transfer agent to remove
the restrictive legend from the above stock certificates (the "Cert-
ificates") which are standing in the name of Barclay's Private Bank &
Trust Limited in behalf of and for the account of the undersigned. The
undersigned acknowledges and agrees that the forty (40) day restricted
period respecting the stock represented by the said certificates (the
"Shares") has not yet expired and that the Shares can therefore be sold
only within the limitation of Regulation S of the United States Securities
Act of 1933, as amended ("Regulation S"). The reason for our seeking the
removal of the restrictive legends from the said certificates is to
facilitate our ability to sell some of the Shares in accordance with the
requirements of Regulation S, in connection with which, the undersigned
hereby represents, warrants and covenants, as follows:
1. Except for such provisions which relate solely to the inscription
of the restrictive legend on the Certificates, the undersigned Beneficial
Shareholder hereby reiterates, and confirms, as at the date hereof, the
accuracy and completeness of, all representations, warranties, and
covenants made by it in the subscription agreement, dated December
20, 1996 between the Beneficial Shareholder and Tirex America Inc. (the
"Issuer") pursuant to which the Beneficial Shareholder has the right to
purchase a total of five million, five hundred fifty-five thousand, five
hundred fifty-five (5,555,555) shares of the common stock of the Issuers
at a purchase price of twenty-seven United States cents (US $0.27) per
share, aggregating to approximately one million, five hundred thousand
United States Dollars (US $1,500,000), with all such shares to be
<PAGE>
Tirex America Inc.
March 7, 1997
Page 2
purchased during the approximately six-month period which commenced on
December 20, 1996 and will end on June 23, 1997.
2. The undersigned Beneficial Shareholder hereby acknowledges that
it is aware of the requirements of Rule 902(m) of Regulation S and that
all such requirements must be met in order for the forty (40) day re-
stricted period applicable to the Shares to commence, which commencement
shall in no event be prior to the closing of the offering of a total of
five million, five hundred fifty-five thousand, five hundred fifty-five
(5,555,555) shares of the common stock of the Issuer currently open
to the undersigned pursuant to the terms and conditions of the Subscrip-
tion Agreement.
3. The undersigned Beneficial Shareholder hereby covenants and
agrees to implement transactional and offering restrictions, as required
by Regulation S, sufficient to insure that the offer and sale of the
Shares which was made by the Issuer to the undersigned Beneficial Share-
holder will remain, and any subsequent offers and resales of the Shares
which may be made by the Beneficial Shareholder will be made, in confor-
mance with the requirements of Rule 903(c)(3) and, if applicable to re-
sales by the Beneficial Shareholder, with the requirements of Rule 904.
4. The undersigned Beneficial Shareholder hereby further covenants
and agrees that in order to effectuate the implementation of the trans-
actional and offering restrictions referred to in Paragraph 3 above, in
connection with any sale of the Shares made prior to the expiration of the
forty (40) day restricted period, it will perform all due diligence
investigations and obtain and examine all representations from any pros-
pective purchaser together with all documentary evidence needed to sup-
port the accuracy and completeness of such representations, as is neces-
sary to ensure to the satisfaction of the Beneficial Shareholder and of
the Issuer that:
(a) every such sale will be made in an "offshore transaction" as
that term is defined in Rule 902(i);
(b) no directed selling efforts, as that term is defined in Rule
902(b), shall be made in the United States by the Issuer, a dis-
tributor, any of their respective affiliates, or any person act-
ing on behalf of any of the foregoing;
(c) that at the time of every such sale, the Issuer is current in
its 1934 Act reporting requirements;
(d) that the following offering restrictions will be implemented in
accordance with Rule 902(b) of Regulation S;
<PAGE> 2
Tirex America Inc.
March 7, 1997
Page 3
(i) all offers and sales of the Shares by the Beneficial Share-
holder, or by any purchaser from the Beneficial Shareholder,
made prior to the expiration of the 40-day restricted period
shall be made only: (i) in accordance with the provisions
of Rule 903(c)(2) or, if applicable, Rule 904; (ii) pursuant
to registration of the Shares under the Act; or (iii) pur-
suant to any available exemption from the registration re-
quirements of the Act; and
(ii) that all offering materials and documents (other than press
releases) used in connection with offers and sales of the
Shares prior to the expiration of the restricted period
specified in Rule 903(c)(2) shall include statements to
the effect that the Shares have not been registered under
the Act and may not be offered or sold in the United States
or to U.S. persons (other than distributors) unless the
Shares are registered under the Act, or an exemption from
the registration requirements of the Act is available. Such
statements shall appear in all places designated in Rule 902
(b) (2) (i) - (iii);
(e) that the offer or sale of any of any of the Shares, if made prior
to the expiration of the 40-day restricted period, will not he
made to a U.S. person, as that terms defined in Rule 902(o), or
for the account of a U.S. person (other than a distributor); and
(f) the Beneficial Shareholder will send to any person who purchases
any of the shares from it (if such purchaser is a distributor,
dealer [as defined in Section 2(12) of the Act], or a person
receiving a selling concession, fee or other remuneration in
respect of the Shares), a confirmation or other notice to the
Purchaser stating that the purchaser is subject to the same
restrictions on offers and sales that apply to a distributor
and that the Shares may be offered and sold during the restricted
period only; (i) in accordance with the provisions of Regulation
S; (ii) pursuant to registration under the Act; or (iii) pursuant
to an available exemption from the registration requirements of
the Act, and the Beneficial Shareholder acknowledges that in
connection with its purchase of the Shares from the Issuer, the
Issuer sent such notice to the Beneficial Shareholder.
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Tirex America Inc.
March 7, 1997
Page 4
We also request that all other tranches certificates subsequently
be issued without restrictive legend.
Very truly yours,
DAMASK HOLDINGS LIMITED
By/s/ J.C. Brannam
J.C. Brannam, Director
ACCEPTED AND AGREED:
TIREX AMERICA INC.
BY/s/ Terence c. Byrne
Terence C. Byrne, President
<PAGE> 4
