UNITED STATES
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): May 12, 1997
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Ion Laser Technology, Inc.
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(Exact name of registrant as specified in its charter)
Utah
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(State or other jurisdiction of incorporation or organization)
0-17594 87-0410364
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(Commission file number) (I.R.S. Employer Identification No.)
3828 South Main Street
Salt Lake City, Utah 84115
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 262-5555
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On May 12, 1997, Ion Laser Technology, Inc., a Utah corporation (the
"Company") closed a private placement of 428,572 shares of Common Stock of
the Company (the "Shares"), and options to purchase 500,000 shares of
Common Stock (the "Options"), pursuant to a Securities Purchase Agreement
dated as of May 8, 1997 (the "May 1997 Purchase Agreement"). The total
consideration received by the Company for the Shares and the Options in
this offering was $3,000,000. The Options are exercisable at any time
until the close of business on May 1, 2007, at an exercise price of $9.00
per share. The Shares and Options were sold to two purchasers (the
"Purchasers"), both of whom are either accredited persons or non-U.S.
persons as defined by rules promulgated by the SEC under the Securities Act
of 1933. The Shares, and the shares of Common Stock underlying the
Options, are restricted and may not be transferred or sold, except as
permitted by the May 1997 Purchase Agreement, for a period of one year
after their acquisition by the Purchasers. The Shares, including the
shares issuable upon exercise of the Options, are subject to certain piggy-
back and demand registration rights, as provided by a separate Registration
Rights Agreement dated as of May 8, 1997.
Item 9. Sale of Equity Securities Pursuant to Regulation S.
The two Purchasers in the private placement had invested in the
Company previously by purchasing shares of Common Stock and options to
purchase Common Stock under a Securities Purchase Agreement dated as of
April 1, 1996 (the "Original Purchase Agreement"). As further
consideration for the May 1997 purchase described above, the Company also
agreed to amend the option agreements granted to the Purchasers in April
1996, relating to an aggregate of 966,667 shares of Common Stock, (the "Old
Options"), such that: (i) the purchase price of the shares underlying the
Old Options was changed from $20.00 per share to $9.00 per share, and (ii)
any provisions in the Old Options, or in the Original Purchase Agreement,
purporting to restrict by contractual agreement the resale of shares of
Common Stock underlying the Old Options for a period of two years from
April 1, 1996, were deleted.
Of the 428,582 Shares sold by the Company on May 12, 1997, 342,858
shares were sold to LCO Investments, Ltd. ("LCO"), a corporation organized
under the laws of Guernsey, Channel Islands, and whose business address is
located in the Channel Islands.
Of the Options to purchase 500,000 shares of Common Stock granted by
the Company on May 12, 1997, options to purchase up to 400,000 shares at an
exercise price of $9.00 per share were granted to LCO.
The consideration paid by LCO to the Company for LCO's shares and
options was U.S. $2,400,000.
For the sale of shares and options to LCO, the Company claimed the
exemption from registration pursuant to Regulation S promulgated by the
Securities and Exchange Commission. The Company's sale to LCO was made in
an "offshore transaction," as defined in Regulation S, and no "directed
selling efforts" were made in the United States by the Company or any
person acting on behalf of the Company. LCO has certified in the May 1997
Purchase Agreement that it is not a "US person," as defined in Regulation
S, and that it will resell the securities only in accordance with the
provisions of Regulation S, pursuant to registration under the Act, or
pursuant to an available exemption from registration. The certificates
representing the Shares and Options contain a legend to the effect that
transfer is prohibited except in accordance with the provisions of
Regulation S, and the Company is required to refuse to register any
transfer of the securities not made in accordance with the provision of
Regulation S.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Ion Laser Technology, Inc.
By: /s/ E. Wyatt Cannady
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E. Wyatt Cannady
President and CEO
Date: June 3, 1997
