ABS GROUP INC
8-K, 1997-09-03
INVESTORS, NEC
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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)          August 20, 1997
                                                --------------------------------

                                 ABS Group Inc.
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


   Delaware                         0-19814                      87-0462198
(State or Other                   (Commission                  (IRS Employer
Jurisdiction of                   File Number)                 Identification
Incorporation)                                                  Number)


818 East South Temple Street, Salt Lake City, Utah                   84102
- --------------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip code)


Registrant's telephone number, including area code        801-521-8000
                                                   -----------------------------


- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



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Item 9.  Sales of Equity Securities Pursuant to Regulation S

         The following information is furnished in accordance with Item 701 of
Regulation S-B as to all equity securities of the registrant sold by the
registrant that were not registered under the Securities Act of 1933 ("Act") in
reliance upon Regulation S under the Act.

A.       Title and amount of securities sold and the date of the transaction -
         15,000 shares of $.0001 par value common stock sold at $2.00 per share
         - with funds of $30,000 received by Registrant through August 20, 1997.

B.       Name of the placement agent(s) is -None

C.       Consideration received - Total consideration paid was $30,000 ($2.00
         per share) with no costs directly attributed to such transaction other
         than for legal services rendered with respect thereto.

D.       Persons or classes of persons to whom the securities were sold and
         exemption from registration claimed - Non-U.S. persons eligible for
         utilization of Regulation S under the Act as not being a "U.S. person"
         as defined in Rule 902(o), which person(s) has warranted and
         represented in an Off-Shore Securities Subscription Agreement that he
         or it is eligible to utilize such exemptions as afforded to non-U.S.
         persons in accordance with aforesaid Regulation S under the Act.




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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.

                                                              ABS GROUP INC.


                                               /Emanuel A. Floor/
                                          By  ---------------------------
                                              Emanuel A. Floor, President

Date: September 2, 1997



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