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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) January 22, 1997
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. On January 22, 1997, the Company sold and issued 1,000,000 shares of
common stock to a foreign investor at a price of $0.10 per share. The shares
were issued under the provisions of Regulation S promulgated by the Securities
and Exchange Commission ("Regulation S"). The Company received cash proceeds
of $100,000 on January 22, 1997. The Company paid a $13,000 cash commission
to Alexander, Wescott & Co., Inc. ("Wescott"), the placement agent for the
shares. Under an agreement with Wescott, the Company will also issue to
Wescott warrants to purchase 100,000 shares of common stock at an exercise
price of $0.10 per share and which will expire five years after issuance.
Such warrants will be issued under the provisions of Rule 144 promulgated by
the Securities and Exchange Commission ("Rule 144"). The closing market bid
price of the Company's common stock on January 22, 1997 was $0.17 per share.
B. On January 28, 1997, the Company issued 1,000,000 shares of common stock
to another foreign investor at a price of $0.10 per share. The shares were
issued under the provisions of Regulation S. The Company received cash
proceeds of $100,000 on January 28, 1997. The Company paid a $13,000 cash
commission to Wescott for placing the shares. The Company will also issue to
Wescott warrants to purchase 100,000 shares of common stock at an exercise
price of $0.10 per share and which will expire five years after issuance.
Such warrants will be issued under the provisions of Rule 144. The closing
market bid price of the Company's common stock on January 28, 1997 was $0.14
per share.
C. The current agreement with Wescott indicates that any further sales of
common stock to foreign investors through Wescott will be on the same terms as
above.
D. As reported in a Form 8-K dated December 19, 1996, a debenture issued in
November 1996 had been converted into 1,001,151 shares at a conversion rate of
$0.20 per share. These shares were issued under the provisions of Regulation
S. Wescott was the placement agent. The Company also reported that due to a
change in price of the Company's common stock, the conversion terms were
amended and approximately 1,000,000 additional shares were to be issued on the
conversion. In January 1997, the Company issued these additional shares
(1,001,151 shares) on conversion of the debenture under the provisions of
Regulation S, effectively setting the conversion terms at $0.10 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.
February 3, 1997
Scriptel Holding, Inc.
(Registrant)
By: /s/ Frederick A. Niebauer
Frederick A. Niebauer
Treasurer (principal financial and accounting officer)
