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
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Date of Report (Date of earliest event reported) January 3, 1997
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TOTAL WORLD TELECOMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20922 75-2274730
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3200 North Military Trail, Suite 300, Boca Raton, Fl 33431
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 997-5880
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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.
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On January 3, 1997, the Company issued 54,650 shares of its Series Z
Convertible Preferred Stock pursuant to Regulation S under the Act to twelve
non-U.S. resident purchasers, and received gross proceeds of $5,465,000 and net
proceeds of $4,462,585 after payment of the related finder's fee and expenses.
Fifty percent of the shares are convertible into Common Stock of the Company at
70% of the closing bid price of such Common Stock following 45 days after
completion of the offering, and the remaining 50 percent are convertible at 75%
of the closing bid price 60 days after completion of the offering.
On February 20, 1997, the Company issued 96,000 shares of its Series H
Convertible Preferred Stock pursuant to Regulation S under the Act to seven
non-U.S. resident purchasers and received gross proceeds of $9,600,000, and net
proceeds of $8,623,500 after redemption of 76,000 shares of Series T Convertible
Preferred Stock and payment of the related finder's fee and expenses. Fifty
percent of the shares are convertible into Common Stock of the Company 45 days
after the completion of the offering at 75% of the closing bid price of the
Common Stock prior to conversion, and the remaining fifty percent is convertible
60 days after completion of the offering also at 75% of the closing bid price
prior to the date of conversion. The conversion price, however, may not exceed
$9.00.
On February 25, 1997, the Company issued 51,856 shares of its Series D
Convertible Preferred Stock pursuant to Regulation S under the Act to six
non-U.S. resident purchasers, and received gross proceeds of $5,185,600 and net
proceeds of $1,751,440 after redemption of 10,000 shares of Series U Convertible
Preferred Stock and 5,000 shares of Series W Convertible Preferred Stock and
payment of the related finder's fee and expenses. One-third of the shares are
convertible into Common Stock of the Company 60 days after the completion of the
offering at 80% of the closing bid price of the Common Stock, one-third of the
shares are convertible into Common Stock of the Company 90 days after completion
of the offering at 80% of the closing bid price of the Common Stock and the
remaining one-third is convertible 120 days after completion of the offering
also at 80% of the closing bid price prior to the date of conversion.
On March 10, 1997, the Company issued 128,092 shares of its Series C
Convertible Preferred Stock pursuant to Regulation S under the Act to six
non-U.S. resident purchasers, and received gross proceeds of $12,809,200 and net
proceeds of $6,413,468 after redemption of 8,500 shares of Series U Convertible
Preferred Stock and 17,101 shares of Series W Convertible Preferred Stock and
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payment of the related finder's fee and expenses. Fifty percent of the shares
are convertible into Common Stock of the Company 60 days after the completion of
the offering at 75% of the closing bid price of the Common Stock prior to
conversion, and the remaining fifty percent is convertible 90 days after
completion of the offering also at 75% of the closing bid price prior to the
date of conversion.
The proceeds from such financings have been used for acquisitions and the
Company's option to exercise its redemption rights on prior fundings.
All of the Series Z, Series H, Series D, and Series C Preferred Stock are
subject to redemption by the Company prior to or at the time of conversion.
Based on negotiations with various holders of the aforementioned Preferred Stock
Series, the Company anticipates that various of such holders will retain such
Preferred Stock or roll-over or exchange such Preferred Stock for alternative
Preferred Stock Series providing similar or revised terms. The Company may in
some circumstances, as determined by management, redeem various Preferred Stock
Series in accordance with the terms of such series. All of the purchasers will
be required to submit a separate opinion of counsel prior to removal of
restrictive legends on their stock certificates.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TOTAL WORLD TELECOMMUNICATIONS, INC.
By: /s/ Joseph L. Lents
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Joseph L. Lents
Chairman and
Principal Executive Officer
Dated: March 26, 1997
