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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) November 18, 1996
LONG DISTANCE DIRECT HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 33-26019-LA 33-0323376
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
1 Blue Hill Plaza, Pearl River, New York 10965
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 620-0765
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Long Distance Direct Holdings, Inc. (the "Company") sold 162.594 Units
(each Unit consisting of 5,000 shares of Common Stock) at a price of $16,500 per
Unit to non-U.S. persons (as defined in Regulation S) in an offering that
commenced on August 29, 1996 and terminated on November 18, 1996 (the
"Offering"). The Offering was made on behalf of the Company by Capital Growth
International L.L.C. as placement agent. The Offering was made in reliance on
Regulation S promulgated under the Securities Act of 1933 (the "Securities
Act"). The investors who purchased the first 80.2724 Units also received
warrants to purchase, at a price of $4.00 per share, an aggregate of 401,362
shares of Common Stock for a period of two years. The shares, the warrants and
the shares issuable upon exercise of the warrants are restricted against resale
in the United States or to a U.S. person unless they are registered under the
Securities Act or an exemption from the registration requirements of the
Securities Act unrelated to Regulation S is available.
The Company has agreed to register the shares and the shares issuable upon
exercise of the warrants (the "Registrable Securities") under the Securities Act
and has further agreed to issue to the purchaser of each Unit, in the event the
registration statement is not filed by December 19, 1996, or is not declared
effective by each of certain dates after the closing of the offering (such dates
being approximately April 5, 1997, June 3, 1997, August 18, 1997, and each
calendar quarter end commencing with November 30, 1997), warrants entitling the
investor to purchase up to 1,666 shares of Common Stock. Each warrant will
entitle the holder to purchase, at any time within two years after the date of
issuance, one share of Common Stock at a price which is the lower of (a) $3.30
per share or (b) the average closing price of a share of the Company's Common
Stock during the five trading days immediately preceding the date on which the
Company becomes obligated to issue the warrants, but not less than $3.00 per
share. The holders of such warrants have been granted registration rights with
respect to the shares of Common Stock issuable upon exercise of the warrants
which are similar to the registration rights granted to the holders of the
Registrable Securities.
The Company also issued warrants to the placement agent (the "Agent's
Warrants") to purchase, at a price of $3.30 per share, up to 283,454 shares of
the Company's Common Stock for a period of two years. The Agent's Warrants were
issued as a portion of the compensation paid to the placement agent in
connection with the Offering. The holders of the Agent's Warrants have been
granted registration rights with respect to the shares of Common Stock issuable
upon exercise of the Agent's Warrants which are similar to the registration
rights granted to the holders of Registrable Securities.
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 thereunto duly authorized.
Dated: November 21, 1996 LONG DISTANCE DIRECT HOLDINGS, INC.
By: /s/ Michael Preston
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Michael Preston, Secretary
