FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: March 5, 1997
CYCOMM INTERNATIONAL INC.
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(Exact name of Registrant as specified in charter)
Wyoming 1-11686(12b) 54-1779046
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(State of other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1420 Springhill Road, Suite 420, McLean, VA 22102
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(Address of principal executive offices)
Registrant's telephone number, including area code:(703) 903-9548
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
In connection with the grant of the non-exclusive right to
use certain technology, products and intellectual property in
South Korea, Bookook Securities Co., Ltd., Hanil Securities Co.,
Ltd. and Asian New Vision Investment Ltd. loaned to the Company
an aggregate of US$3 million in the form of 10% Convertible Notes
(the "Notes") due February 28, 1999. The Closing occurred on
March 5, 1997. The use of the proceeds is for acquisitions and
working capital.
Bookook Securities was established in 1954 and is the fourth
oldest securities firm in Korea with total assets of US$513
million and stockholders equity of US$286 million. Bookook acted
as the placement agent and received a commission of 10% of the
gross amount of the financing.
Hanil Securities is a member of Hanil Bank, a leading
commercial bank in Korea established in 1932. Hanil has total
assets of US$747 million and stockholders equity of US$331
million.
The Notes were sold in reliance upon the exemption afforded
by Regulation S the Securities Act of 1933. The holders of the
Notes are entitled, at their option, to convert the original
principal amount (the "Original Amount") of the Notes into fully
paid and non-assessable shares of common stock, no par value, of
the Company ( the "Common Stock") at a conversion price (the
"Conversion Price") equal to ninety percent (90%) of the average
closing bid price of the Company's common stock as reported by
the American Stock Exchange over the 30- day period ending on the
day prior to the date of a written notice from the holders of the
Notes of such conversion; provided, however, that the Conversion
Price shall in no event be greater than $6.00 per share nor less
than $3.00 per share, and provided, further, that the Company
shall be required to convert no more than one-fourth (1/4) of the
Original Amount until after May 28,1997 (three months after the
issue hereof ), one-half (1/2) of the Original Amount until after
August 28, 1997 (six months after the issue hereof), three-
fourths (3/4) of the Original Amount until after November 28,
1997 (nine months after the issue hereof) and all of the Original
Amount until after February 28, 1998 (twelve months after the
issue hereof).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
CYCOMM INTERNATIONAL INC.
Date: March 18, 1997 By: /s/ Michael R. Skoff
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Michael R. Skoff
Chief Financial Officer
DC1DOCS1.49058
