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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 3, 1996
SCIENTIFIC MEASUREMENT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation)
0-14100 74-2048763
(Commission File Number) (IRS Employer Identification No.)
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2210 Denton Drive, Suite 106
Austin, Texas 78758
(Address of principal executive office, including zip code)
(512)837-4712
(Registrant's telephone number, including area code)
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
On December 3, 1996, the Company sold 595,159 shares (the "Shares") of its
Common Stock to the two investors pursuant to Regulation S under the Securities
Act of 1933, as amended. The Company sold 295,159 shares of Common Stock to
Banque Franck, S.A. of Geneva, Switzerland, for an aggregate purchase price of
$250,000 and 300,000 shares of Common Stock to Bank Sarasin & CIE of Zurich,
Switzerland, for an aggregate purchase price of $222,000.
In connection with the sale of these Shares, the Company paid commissions
of $80,240 cash and 264,862 stock purchase warrants exercisable at amounts from
$.74 to $.875 per share.
The Company relied on the exemption provided by Rule 903 of Regulation S.
The offer and sale of the Shares were made in offshore transactions, as defined
in Rule 902(i) of Regulation S. Neither the issuer nor its distributor or any of
their affiliates made any directed selling efforts in the United States. In
accordance with Rule 903(c)(2)(ii), the offering documents stated that the
Shares had not been registered under the Securities Act of 1933 (the "Securities
Act"), and that the Shares could not be offered or sold in the United States
unless registered under the Act or sold pursuant to an exemption from
registration. Berkshire International Finance, as distributor, agreed in writing
that all offers and sales of the securities prior to the expiration of the
restrictive period would be made only in accordance with Rule 903 or Rule 904 of
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.
SCIENTIFIC MEASUREMENT SYSTEMS, INC.
(Registrant)
Date: December 13, 1996 By:
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Gary S. Kofnovec, Chief Financial Officer
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