SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 28, 1997
SUNRIVER CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-17977 13-3469637
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Echelon IV, Suite 200
9430 Research Boulevard
Austin, Texas 78759-6543
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 349-5800
N/A
________________________________________________________________________________
(Former name or former address, if changed since last report)
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
In a sale completed on February 28, 1997 ("Original Date") pursuant to
Section 903(c)(2) of Regulation S ("Reg. S") under the Securities Act of 1933,
SunRiver Corporation (the "Company") received total gross proceeds of $1,000,000
by issuing to three non-"U.S. Persons" (the "Holders"), as defined in Reg. S,
convertible notes (the "Notes") bearing interest at 8% per annum (or 16% per
annum upon the occurrence of certain events of default) payable, with principal,
on December 31, 1998 (the "Maturity Date"). The Holder has the right to convert
all or part of its Note during the period beginning on the 90th day following
its Original Date until the later of the Maturity Date or the date the Note is
paid in full into that number of shares of the Company's common stock, $.01 par
value ("Common Stock"), determined by dividing the outstanding principal of and
accrued and unpaid interest on the Note by (i) 82-1/2% of the average closing
bid price ("Average Bid Price") for the Common Stock on the Nasdaq SmallCap
Market for the five trading days immediately preceding the conversion date; or
(ii), if the Holder delivers written notice to the Company between the 60th and
90th days after the Original Date that the Holder has elected the alternate
conversion price, 82-1/2% of the Average Bid Price for the five trading days
immediately preceding the date of such notice, in which case the Holder is
obligated to convert the entire balance of the Note on or prior to the Maturity
Date.
The Company may compel conversion of the Notes if they have not been
converted into shares of Common Stock before the Maturity Date and the Company
may redeem the Notes if the Average Bid Price for any five trading day period is
less than $1.25. The Company paid a commission of $100,000 in connection with
this offering.
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.
SUNRIVER CORPORATION
Registrant
By:/s/ Wayne Schroeder
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Wayne Schroeder,
Chief Financial Officer
Date: March 14, 1997
