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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 to
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) June 16,1997
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) 537-3600
(Address, including zip code,
and telephone number, including area code,
of registrant s principal executive offices)<PAGE>
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Item 9 of the current report pursuant to Section 13 or
15(d) of the Securities Exchange Act for the last event
occurring June 16, 1997 is hereby amended in its entirety
to read as follows:
ITEM 9. Sales of Equity Securities Pursuant to
Regulation S.
As of June 13, 1997, Sky Games had closed sales of
$763,250.00 of 8% Convertible Debentures due March 31,
1999 (the Debentures ). One-third of the Debentures
shall be convertible at any time after 60 days, one-
third shall be convertible after 90 days; and the balance
shall be convertible after 105 days into Common Stock at
the lower of 85% of the average of the closing bid prices
of the Common Stock for the five trading days immediately
preceding the execution by the subscriber of its
individual subscription for Debentures or 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. London Select Enterprises, Ltd., is the
broker of the offering. There is no principal
underwriter.
Up to $3.5 million of Debentures will be sold at par
value. London Select Enterprises will be paid 0.8% of
the gross proceeds from the sale of the debentures.
Additionally, London Select Enterprises will receive
warrants exercisable at any time within five years of the
date such warrants were issued to Broker to purchase up
to 125,000 shares of Common Stock for 120% of the average
of the closing bid prices of the Common Stock for the
five trading days immediately preceding the date of
issuance and up to 25,000 shares of Common Stock at the
average of the closing bid prices of the Common Stock for
the five trading days immediately preceding the date of
issuance. However, Sky Games and London Select
Enterprises are continuing to negotiate the amount of the
aforementioned warrants.
Upon completion of the sales of the Debentures, Sky Games
will disclose the total results of the sales program.<PAGE>
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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.
INTERACTIVE ENTERTAINMENT
LIMITED
July 17, 1997 By: /s/ Gordon Stevenson
Gordon Stevenson
Chief Executive Officer <PAGE>
