UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Sections 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 1997
CHANNEL i INC.
[formerly Channel i Limited]
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation or organization)
33-25889-LA 33-0264030
(Commission File Number) (I.R.S. Employer Identification Number)
700-555 West Hastings Street, Vancouver, BC, Canada V6B 4N5
(Address of Principal Executive Offices and Zip Code)
(604) 482-1211
(Registrant's telephone number, including area code)
1720 Placita de Santos, Tucson, Arizona 85704
(Former name or former address, if changed since last report)
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Item 9.
Channel i Inc. ("Company") completed in one day an offering of 596,250
Preferred Stock Units at a price of Sixty-Five Cents (US$0.65) per Unit, each
Preferred Stock Unit consisting of:
(a) one (1) share of Series A, Voting Convertible Preferred Stock, par
value $.00001 per share of the Company;
(b) one (1) Class B Common Stock Purchase Warrant, each Class B Warrant
entitling the holder thereof to purchase one share of the Company's
US$0.001 par common stock from the date of issuance until February 6,
1998, at a price of eight and one-half cents (US$0.085) per share.
(c) one (1) Class C Common Stock Purchase Warrant, each Class C Warrant
entitling the holder thereof to purchase one share of the Company's
US$0.001 par common stock from the date of issuance until February 6,
1998, at a price of ten and one-half cents (US$0.105) per share.
(d) one (1) Class D Common Stock Purchase Warrant, each Class D Warrant
entitling the holder thereof to purchase one share of the Company's
US$0.001 par common stock from the date of issuance until February 6,
1998, at a price of twelve and one-half cents (US$0.125) per share.
The Preferred Stock Units were offered and sold outside the United States
of America in reliance upon Rule 903(c)(2) of Regulation S of the Securities and
Exchange Commission under the Securities Act of 1933, as amended. No value was
assigned or any part of the Preferred Stock Unit purchase price allocated to the
warrants.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.
DATED: February 20, 1997
CHANNEL i INC
By: /s/ Robert G. Clarke
------------------------
Robert G. Clarke, President
