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: February 18, 1998
KALEIDOSCOPE MEDIA GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-17591 93-0957030
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification Number)
incorporation)
345 Park Avenue South, New York, New York 10010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(212) 779-6600
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Item 9. Sales of Equity Securities Pursuant to Regulation S
On February 18, 1998, Kaleidoscope Media Group, Inc. (the "Company") issued
300,000 shares of its Common Stock (the "Shares") for an aggregate purchase
price of $75,000 to a non-affiliated person. Exemption from registration under
the Securities Act of 1933 (the "Securities Act") is claimed for the sale of the
Shares upon the exemption afforded by Regulation S promulgated under the
Securities Act for transactions made outside the United States. An underwriter
did not participate in the sale of the Shares.
Pursuant to Regulation S, the Shares were sold in an offshore transaction
to a non-U.S. person. The purchaser of the Shares agreed (i) not to offer or
sell the Shares for a period of 40 days after the date of purchase (the
"Restricted Period") and (ii) thereafter for a period of one year after the
Restricted Period, that any sale of the Shares will only be through the Berlin
Stock Exchange or the Frankfurt Stock Exchange.
SIGNATURES
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 thereunto duly authorized.
Dated: March 3, 1998
KALEIDOSCOPE MEDIA GROUP, INC.
(registrant)
By: /s/ Henry Siegel
________________________
Henry Siegel
Chief Executive Officer
