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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
January 27, 1997
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Date of Report (Date of Earliest Event Reported)
NATIONAL QUALITY CARE, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-19031 84-1215959
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(State or other (Commission (IRS Employer
jurisdiction of file Number) Identification No.)
Incorporation or
organization)
5901 West Olympic Boulevard
Suite 109
Los Angeles, California 90036
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(Address of principal executive offices)
Registrant's telephone number, including area code: (213) 935-5700
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with copies to:
Jeffrey P. Berg, Esq.
Matthias & Berg
515 South Flower Street
Suite 700
Los Angeles, California 90071
Tel: 213-895-4200
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Item 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
As of January 27, 1997, National Quality Care, Inc. (the "Company")
issued 200,000 shares of the Company's common stock, par value $0.01 per
share ("Common Stock"), in consideration of the cancellation of a promissory
note payable by the Company in the principal amount of $200,000, dated May 8,
1996, bearing interest at the rate of 10% PER ANNUM. The Company issued the
200,000 shares at a per share purchase price of $1.05, or an aggregate
purchase price of $210,000.
The 200,000 shares were issued to a single investor pursuant to
exemption from registration under Regulation S promulgated under the
Securities Act of 1933, as amended. The parties have agreed that, for
purposes of this transaction, the "restricted period" with respect to resales
of the 200,000 shares under Regulation S will commence as of February 24,
1997. The Company did not pay any brokerage fees or commissions in connection
with the transaction.
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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 authorized.
NATIONAL QUALITY CARE, INC.
Dated: March 3, 1997 By: /s/ Victor Gura, M.D.
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Victor Gura, M.D.
Chief Executive Officer
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