CELTIC INVESTMENT INC
8-K, 1996-12-27
FINANCE SERVICES
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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.



                               November 11, 1996 
                Date of Report (Date of earliest event reported)


                            CELTIC INVESTMENT, INC. 
             (Exact name of Registrant as specified in its charter)


           Delaware                33-37436-C             36-3729989     
           State of            Commission File No.        IRS Employer
         Incorporation                                 Identification No.



                          17W220 22nd Street, Suite 420
                           Oakbrook Terrace, IL 60181 
                    (Address of principal executive offices)

                                 (630) 993-9010 
                         (Registrant's telephone number)

<PAGE>

Item 5.  Other Events

     The  Company's  outstanding  Class "A" and Class "B" Common Stock  Purchase
Warrants were  previously  extended to, and scheduled to expire on, December 31,
1996.  The  Warrants  were  issued  as part of the Units  sold in the  Company's
initial public offering.  The Class "A" Warrants entitle the holders to purchase
one  share of the  Company's  cmmon  stock at $4.00  per share and the Class "B"
Warrants  entitle the holders to purchase one share of common stock at $8.00 per
share.  Effective  November 11, 1996, the Company's Board of Directors adopted a
resolution  extending the exercise period of the Class "A" Common Stock Purchase
Warrants to June 30, 1997. The Class "B" Warrants were not extended by the Board
of  Directors  and  accordingly,  all of he Class "B"  Warrants  will  expire on
December  31, 1996.  The  Warrants  may not be exercised  until such time as the
Company files a post-effective  amendment to its registration  statement,  which
amendment  contains  updated  financial  statements  and  thereafter  until such
amendment is declared effective by the Securities and Exchange Commission.

     There are currently  outstanding  various options to purchase shares of the
Company's  common stock.  Such options  include certain stock options which were
issued  in  connection  with a  private  placement  of the  securities  of  U.S.
Commercial  Funding Corp.  ("USCF") in 1994. Atfer such options were issued, the
Company  acquired USCF and such USCF stock options were exchanged for options to
purchase a total of 716,667 shares of the Company's  common stock.  Such options
expire on December  31,  1996.  On November 11,  1996,  the  Company's  Board of
Directors adopted a resolution  extending the expiration date of such options to
June 30, 1997.

     The Company sold units of its common  stock and options to purchase  common
stock in a private  placement  during 1994 and 1995.  Such  options  entitle the
holders thereof to purchase a total of 1,333,334  shares of the Company's common
stock. Such options expire at various times during the next 60 days. On November
11, 1996, the Company's  Board of Directors  adopted a resolution  extending the
expiration date of such options to June 30, 1997.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1934, the Registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.

Dated:  December 26, 1996                   CELTIC INVESTMENT, INC.




                                            By /s/ Douglas P. Morris
                                               Douglas P. Morris
                                               President


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