<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) July
15,1997
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
Memphis, Tennessee 38117
(901) 537-3801
(Address, including zip code,
and telephone number, including area code,
of registrant s principal executive offices)
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ITEM 9. Sales of Equity Securities Pursuant to
Regulation S.
On July 15, 1997, Interactive Entertainment Limited
( IEL ) closed additional sales of $500,000.00 of 8%
Convertible Debentures due March 31, 1999 (the
Debentures ). Also on July 23, 1997, IEL closed
additional sales of $600,000 of Debentures. One-third of
the Debentures are convertible at any time after 60 days,
one-third are convertible after 90 days; and the balance
shall be convertible after 105 days into shares of IEL
common stock, par value U.S.$.01 each (the 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 underwriter.
Up to $3.5 million of Debentures will be sold; all
debentures will be sold for their full face amount.
London Select Enterprises will be paid 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, IEL and London Select Enterprises are continuing
to negotiate the amount of the aforementioned warrants.
Upon completion of the sales of the Debentures, IEL will
disclose the total results of the sales program. As of
the date of this filing the total dollar amount of sales
of the Debentures is $1,863,250. As of July 25, 1997,
Debentures in the amount of $708,832 had been converted
into 362,103 shares of Common Stock.<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 30, 1997 By: /s/ Gordon Stevenson
Gordon Stevenson
Chief Executive Officer <PAGE>
