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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) June 13, 1997
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MBf USA, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 0-17458 73-1326131
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
500 Park Boulevard, Suite 1260, Itasca, Illinois 60143
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630) 285-9191
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N/A
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(Former name or former address, if changed since last report)
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Item 5. SAFETY OF EQUITY SECURITIES PURSUANT TO REGULATION S
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Pursuant to a subscription agreement dated May 20, 1997,
Wembley Rubber Products (M) Sdn Bhd agreed to purchase 2,500,000 shares of
Common Stock (the "Shares") of MBf USA, Inc. (the "Company") which agreement is
subject to several conditions precedent before closing is to occur. As a
result of completion on June 13, 1997, of a material condition precedent set
forth in this subscription agreement, the Company believes that there is a
substantial likelihood that closing will take place and the Shares issued. The
Company anticipates such closing will occur in early August 1997. The purchase
price of the Shares will be $2.70 per Share or $6,750,000 in the aggregate,
payable entirely in cash. The Company did not use any underwriter in
connection with this offering.
The Company is claiming an exemption for this offering pursuant to
Regulation S under the Securities Act of 1933, as amended.
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SIGNATURES
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.
MBf USA, Inc.
(Registrant)
DATE: June 20, 1997 By: /s/ Stephen Tan
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Name: Stephen Tan
Title: Chief Financial Officer
