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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) December 19, 1996
SCRIPTEL HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20938 31-1069865
(State or other jurisdiction ( Commission ( IRS Employer
of incorporation) file number) Identification No.)
4153 Arlingate Plaza Columbus, OH 43228
( Address of principal executive offices)
(614) 276-8402
(Registrant's telephone number,
including area code)
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Item 9. Sales Of Equity Securities Pursuant To Regulation S
A. The Company issued a $200,000 convertible debenture in November 1996 under
the provisions of Regulation S promulgated by the Securities and Exchange
Commission ("Regulation S"). In November 1996, the investor, a foreign
company, elected to convert the principal and accrued interest on the
debenture into 1,001,151 common shares, at $0.20 per share. (The debenture's
conversion price was 60% of the market price of the stock, as defined, on the
date of conversion, but was subject to a minimum conversion price of $0.20 per
share.) In recognition of a reduction in the market price of the Company's
common stock, on December 19, 1996 the Company and the investor amended the
original terms of the debenture to reflect no minimum conversion price. The
closing bid price of the Company's common stock on December 19, 1996 was $0.18
per share. Using that price and the debenture's revised conversion formula,
the Company will issue approximately 1,000,000 additional common shares to the
foreign investor on conversion of the debenture. The additional shares will
also be issued under the provisions of Regulation S. The Company received no
additional consideration for the additional shares; however, the Company is
continuing to negotiate issuance of convertible debentures to other foreign
investors through Alexander, Wescott & Co., Inc. ("Wescott"), the placement
agent for the debentures.
B. The conversion terms for any similar debentures issued through Wescott
will continue to have a 40% discount from market with no minimum conversion
price. However, the shares may not be issued for less than the $0.10 par
value of the common stock.
C. The closing market bid price of the Company's common stock on December 19,
1996 was $0.18 per share.
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 thereunto duly authorized.
December 20, 1996
Scriptel Holding, Inc.
(Registrant)
By: /s/ Frederick A. Niebauer
Frederick A. Niebauer
Treasurer (principal financial and accounting officer)
