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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 (Date of earliest event reported) December 31, 1996
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JMAR INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
STATE OF DELAWARE
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(State or other jurisdiction of incorporation)
1-10515 68-0131180
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(Commission File No.) (IRS Employer Identification No.)
3956 SORRENTO VALLEY BLVD., SAN DIEGO, CALIFORNIA 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 535-1706
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
The Registrant and Atlantic American Holding Company Limited
("Atlantic") entered into an Escrow Agreement and Agreement of Settlement and
General Release, dated December 26, 1996 and amended December 31, 1996 (the
"Settlement") whereby Atlantic agreed to (i) an early redemption of the
remaining shares of Atlantic Preferred Stock (the "Preferred Stock") held by the
Registrant in the original face amount of $1,000,000 less that portion redeemed
by the receipt of $224,500 in November, 1996; (ii) the payment of all accrued
but unpaid dividends under the Preferred Stock; and (iii) the reimbursement of
certain legal fees and out-of-pocket costs incurred by the Registrant in
connection with a civil action (the "Civil Action") filed by the Registrant
against Atlantic. In return, JMAR agreed to dismiss the Civil Action.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
As additional consideration for and to facilitate the Settlement as
described in Item 5 above, on December 31, 1996 the Registrant issued to Sparta
Capital Ltd, a non-U.S. person, a warrant exercisable into 50,000 shares of
JMAR Common Stock at an exercise price of $1.75 per share. The warrant was
issued in an offshore transaction pursuant to the exemption under Regulation S.
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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 hereunto duly authorized.
DATE: January 15, 1997 JMAR INDUSTRIES, INC.
(Registrant)
BY: /s/ Dennis E. Valentine
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Dennis E. Valentine
Chief Financial Officer
