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: April 25, 1997
AMERICAN HEALTHCHOICE, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 33-30677-NY 11-2931252
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1300 West Walnut Hill Lane, Suite 275, Irving TX 75038
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 751-1900
Former name or former address, if changed since last report
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
1. American HealthChoice, Inc. (the "Company") entered into an Offshore
Securities Subscription Agreement (the "Agreement") pursuant to which the
Company sold two (2) 8% Cumulative Convertible Debentures dated each of April
22, 1997 and April 25, 1997, respectively (the "Debentures" and individually, a
"Debenture"), in the aggregate amount of Two Million Six Hundred Thousand U.S.
Dollars ($2,600,000), in reliance upon the exemption from registration afforded
by Regulation S ("Reg S") as promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act").
The Debentures mature on each of April 22, 1998 and April 25, 1998,
respectively (each a "Maturity Date") but may be converted into shares of the
Common Stock, par value $.001 per share, of the Company (the "Shares") any time
commencing forty-one (41) days after the date of issuance of the Debenture, as
more particularly set forth in paragraph 5 hereof. The Debentures entitle the
holders to interest (payable in cash or in kind as Shares) on the unpaid
principal amount at the date of conversion (the "Conversion Date") at the rate
of 8% per year, payable on a pro-rata basis at the earlier of (i) the date the
Debenture is converted or (ii) the Maturity Date. The Debentures cannot be
converted before the expiration of the aforesaid 41 day period.
Subject to a two-year mandatory conversion period for any Shares issued
pursuant to the default provisions of the Agreement (i.e., the Company at such
date of conversion does not have sufficient authorized shares of Common Stock
available for issuance at the date of conversion), each Purchaser is prohibited
from converting that principal amount of its Debenture which would result in the
issuance to such Purchaser of Shares in excess of 4.9% of the shares of Common
Stock of the Company outstanding as at the date of such conversion.
Lastly, there are set forth in the Agreement, as well as the Purchaser
Representation Letters and Notices annexed thereto and executed with respect to
each Debenture, various investment representations by the subscribers,
including, without limitation, that each subscriber (a) is not a "U.S. Person"
as such term is defined in Reg S, (b) is outside of the United States at the
time the purchase order for the Debenture originated, at the time the Agreement
was signed and delivered by the subscriber and at the time such subscriber
executed the Notice; (c) is not purchasing or converting the Debenture on behalf
of a "U.S. Person" and (d) the transactions contemplated by the Agreement are
not part of a plan or scheme by such subscriber to evade the registration
provisions of the Act.
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2. Meridian Equities, Inc. acted as the placement agent in connection with
the offering of the Debentures pursuant to Reg S.
3. As represented and warranted to the Company in the Agreement, the class
to whom the securities were sold were "accredited investors" as such term is
defined in Regulation D promulgated under the Act.
4. The exemption from registration claimed by the Company in connection
with the issuance of the Debentures is pursuant to Reg S.
5. Each holder of the Debentures has the right, at its sole option any time
forty-one (41) days after the date of issuance but not later than the Maturity
Date, to convert the Debenture held by it, whether whole or in part, into Shares
at a conversion price equal to eighty percent (80%) of the average closing bid
price of the shares of Common Stock of the Company as quoted on NASDAQ for the
five (5) trading days preceding the date on which notice of conversion is
effective.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN HEALTHCHOICE, INC.
By: /s/ J.W. Stucki
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J.W. Stucki, President
Dated: as of May 10, 1997
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