<PAGE>
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) September 30, 1997
Interactive Entertainment Limited
( formerly Sky Games International Ltd.)
(Exact name of registrant as specified in its charter)
Bermuda 0-22622 98-0170199
(State or other (Commission File (IRS Employer
Jurisdiction of Number) Identification
incorporation) Number)
845 Crossover Lane
Suite D-215
Memphis, Tennessee 38117
(901) 537-3800
(Address, including zip code,
and telephone number, including area code,
of registrant s principal executive offices)
<PAGE>
ITEM 9. Sales of Equity Securities Pursuant to Regulation S.
On September 30, 1997, Interactive Entertainment
Limited ( IEL ) closed the sale of a $300,000.00 8%
convertible debenture due September 30, 1999 and payable to
Banque Franck, S.A. (the Debenture ). Up to 50% of the
original principal amount of the Debenture is convertible
into common stock, par value $.01 per share of IEL (the
Common Stock ) at any time after 45 days, and after 60 days
any or all of the Debenture is convertible into Common
Stock, in either case, at the lower of (i) 77.5% of the
average of the closing bid prices of the Common Stock for
the five trading days immediately preceding the date of
conversion or (ii) 85% of the average of the closing bid
prices of the Common Stock for the five trading days
immediately preceding the execution by Banque Franck, S.A.
of its subscription for the Debenture. Accrued and unpaid
interest is subject to conversion at the option of IEL.
There is no broker or underwriter for the placement of the
Debenture. The Debenture was placed in reliance on the
exemption from registration under the Securities Act of 1933
(the "Act") provided by Regulation S promulgated under the
Act. The facts making the exemption from registration
available are:
1. The buyer is not a natural person and is not
organized under the laws of any jurisdiction within the
United States, was not formed by a U.S. Person for the
purpose of investing in Regulation S securities and is not
otherwise a U.S. Person. The buyer is not an affiliate of
the Issuer.
2. At the time the buy order originated, the buyer
was outside the United States.
3. No offer to purchase the Debentures or the Common
Stock upon conversion of the Debentures was made by the
buyer in the United States.
4. The buyer, its affiliates and any person acting on
behalf of the buyer or any such affiliates (i) has not
conducted any directed selling efforts with respect to the
Debentures or the Common Stock, (ii) has not conducted any
general solicitation relating to the offer or sale of any
Debentures in the United States and has complied with all
other applicable requirements of Regulation S.
5. IEL is a reporting issuer.
<PAGE>
6. Offering Restrictions have been implemented.
7. None of the Debentures or Common Stock have been
or will be offered or sold by the buyer to, or for the
account or benefit of, a U.S. Person or within the United
States until the end of the 40 day Restricted Period.
8. The buyer has represented that it will take all
reasonable steps to ensure its compliance with Regulation S
and shall promptly send to any person acting as a distributor,
dealer or a person receiving a selling concession, fee or other
remuneration purchasing the Debentures or the Common Stock
prior to the expiration of the Restricted Period, a confirmation
or other notice stating that the investor is subject to the same
restrictions on offers and sales as the buyer pursuant to
Section 901(c)(2)(iv) of Regulation S. <PAGE>
<PAGE>
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.
INTERACTIVE ENTERTAINMENT LIMITED
October 14, 1997 By: /s/ David B. Lamm
David S. Lamm
Chief Financial Officer,
Secretary and Treasurer <PAGE>
