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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported):
MAY 13, 1997
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CHARTER COMMUNICATIONS INTERNATIONAL, INC.
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NEVADA
(State or other jurisdiction of incorporation or organization)
33-25129-LA 84-1097751
(Commission File No.) (I.R.S. Employer
Identification No.)
17100 EL CAMINO REAL
HOUSTON, TEXAS 77058
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 780-0881
(Former address, if changed since last report)
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INFORMATION INCLUDED IN THIS REPORT
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On May 13, 1997, the Company issued One Million Dollars ($1,000,000) in
convertible debentures due May 15, 1998, to offshore investors, all of whom are
non U.S. Persons as the term is defined in Regulation S promulgated under the
Securities Act of 1933, as amended, ("Regulation S"). No underwriter was
involved in this offering. The debentures are convertible into shares of the
Company's $.00001 par value common stock at a conversion price of $.50 per
share. Each converted share has a warrant attached to it exercisable for an
additional share of the Company's $.00001 par value common stock at a purchase
price of $1.50 per share. The warrants are exercisable at any time during a
three year term commencing on or about May 22, 1997, and are convertible at the
option of the Company if the closing price of the Company's common stock trades
at or above $1.75 for a period of 20 trading days in any 30 day trading period.
In connection with the offering, the Company issued 200,000 shares of the
Company's $.00001 par value common stock to the foreign placement agent, also a
non U.S. Person, as defined under Regulation S. The debenture offering and all
of the underlying common stock, including the 200,000 shares of common stock
issued to the agent, were offered and sold pursuant to Regulation S.
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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 hereunto duly authorized.
Dated: February 26, 1998
CHARTER COMMUNICATIONS INTERNATIONAL, INC.
By: /S/ Stephen E. Raville
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Stephen E. Raville, Chairman of the Board
and CEO
