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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 12(g)
of the Securities Exchange of 1934
Date of Report September 29, 1997
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Commission file number 33-27602
CROWN LABORATORIES, INC.
Incorporated pursuant to the Laws of Delaware State
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Internal Revenue Service - Employer Identification No. 75-2300995
6780 Caballo Street, Las Vegas, Nevada 89119
(702) 696-9300
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
On September 29, 1997, the Company raised $500,000 in a
Regulation S sale of prepaid, mandatory exercisable warrants to purchase Common
Stock to two investors. The warrants may be exercised in whole or in part in
amounts over $10,000 of the principal amount of the warrants, at any time, until
expiration on September 28, 1999. The exercise price for each share of Common
Stock shall be equal to the lower of (x) 80% of the average closing price of the
Common Stock for the one (1) business day immediately preceding the issue date
of the warrant for (y) 80% of the average closing price of the Common Stock for
the one (1) business day immediately preceding the date of receipt by the
Company of the notice of exercise, as reported on the principal stock exchange
on which the Company's common stock is traded. $0 of these warrants have been
exercised for 0 shares of Common Stock.
On September 29, 1997, the Company sold for $900,000 1,285,785
shares of Common Stock and a one year warrant to purchase 648,141 shares of
Common Stock to an offshore investor. The warrants are exercisable for one year
at $0.10 per share provided the Common Stock is trading at less than $0.875.
On November 17, 1997, the Company sold for $200,000, 363,637
shares of Common Stock and a two year warrant to purchase 181,181 shares of
Common Stock to an offshore investor. The warrants are exercisable for one year
at $0.05 per share provided the Common Stock is trading at less than $0.6875.
On December 2, 1997, the Company for $200,000, issued 500,000
shares of Common Stock and a two year warrant to purchase 250,000 shares of
Common Stock to two offshore investors. The warrants are exercisable for one
year at $0.05 per share provided the Common Stock is trading at less than $0.50.
The issuance of securities in these transactions were not
subject to the registration under the Securities Act of 1933, as amended (the
"Act"), by virtue of Regulation S and were sold "offshore" to "non-U.S.
Persons." No underwriters or placement agents were involved in any sales unless
otherwise noted.
Pursuant to 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.
CROWN LABORATORIES, INC.
Date: December 30, 1997
Craig Nash, Chief Executive Officer
