SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 15, 1996
LOGIPHONE GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 33-19324 75-0223079
(STATE OF OTHER JURIS- (COMMISSION (IRS EMPLOYER
DICTION OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
607 WEST BROADWAY, SUITE 247, FAIRFIELD, IOWA 52556
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (515)469-3044
CORPDAL:58611.1 26308-00002
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Item 5. Other Material Information
STOCK DIVIDEND. On October 15, 1996, the Board of Directors of
Logiphone Group, Inc. (the "Company") declared a one-for-one stock dividend (the
"Stock Dividend") of the common stock, par value $.0001, of the Company (the
"Common Stock") such that the Company shall issue one share of Common Stock for
each share of Common Stock outstanding on the record date (the "Record Date")
for the Stock Dividend. The Board of Directors set the Record Date as November
29, 1996.
As a result of the Stock Dividend, the number of shares of Common Stock
to be issued to a Dutch affiliate ("DutchCo") of Doron Mishor, a director of the
Company, for an aggregate purchase price of $120,000, pursuant to the DutchCo
Agreement (as defined in the Company's Form 8-K (the "Form 8-K"), dated November
12, 1996) shall be increased from 500,000 to 1,000,000 so that DutchCo shall
continue to own 10% of the shares outstanding following the issuance of such
shares. In addition, the options and warrants that have been granted by the
Company prior to the Record Date (and which are described in the Form 8-K) shall
become on the Record Date options or warrants to purchase twice as many shares
of Common Stock at one-half of the per share purchase price, so that the product
of multiplying the purchase price times the number of shares subject to the
options and warrants shall remain constant.
CORPDAL:58611.1 26308-00002
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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 thereunto duly authorized.
LOGIPHONE GROUP, INC.
(formerly Star Resources, Inc.)
Date: November 27, 1996 By:/s/Ronald D. Gardner
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Ronald D. Gardner, President
CORPDAL:58611.1 26308-00002
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