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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) March 31, 1997
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Optical Security Group, Inc.
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Colorado 0-1753 84-1094032
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(State of other (Commission File (IRS Employer
jurisdiction of Number) Identification
Incorporation) Number)
535 16th Street, Suite 920, Denver, Colorado 80202
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Registrant's Telephone Number, including area code (303) 534-4500
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(Former name or former address, if changed since last report)
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Item 9. Sales of Equity Securities Pursuant to Regulation S
On March 31, 1997, Optical Security Group, Inc. (the "Registrant")
completed a private offering of 526,900 shares of its common stock (the
"Shares"). The Registrant raised a total of $3,161,400.00. $10,000.00 of the
proceeds arose from a Regulation S placement. The Registrant offered and sold
the Shares to accredited investors, as defined in Regulation D, Rule 501(a),
under the Securities Act of 1933, as amended (the "Act"), including certain
directors and executive officers of the Registrant, qualified institutional
buyers, as such term is defined in the Act, and non-U.S. persons, as such term
is defined in Regulation S, Rule 902(o), under the Act. No placement agent or
underwriter was involved in the offering.
Offers and sales to non-U.S. persons were made pursuant to a claim of
exemption under Regulation S, Rule 903, of the Act. Offers and sales to
accredited investors and institutional buyers were made pursuant to a claim of
exemption under Regulation D, Rule 506, of the Act or alternatively Section 4(2)
of the Act. The offers and sales did not involve any public offering. The
Registrant did not use any general advertisement or solicitation in connection
with the offer or sale of the Shares. The Registrant also relied on written
representations of the investors concerning their status as an accredited
investor, institutional buyer, or non-U.S. person and their investment intent as
the basis for claiming such exemptions.
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.
OPTICAL SECURITY GROUP, INC.
Date: April 10, 1997 By:/s/ Richard H. Bard
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Richard H. Bard
CEO & President
Date: April 10, 1997 By:/s/ Gerald A. Melfi
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Gerald A. Melfi
Principal Financial Officer
