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): January 15, 1997
(December 9, 1996)
FOCUS Enhancements, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-11860 04-3186320
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
142 North Road, Sudbury, Massachusetts 01776
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 371-2000
(Former name or former address, if changed since last report)
Total number of pages: 3
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Item 1. Changes in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposition of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
Not Applicable
Item 6. Resignation of Registrant's Directors
Not Applicable
Item 7. Financial Statements and Exhibits
Not Applicable
Item 8. Change in Fiscal Year
Not Applicable
Item 9. Sale of Equity Securities Pursuant to Regulation S
Pursuant to the terms of a Regulation S Distribution Agreement, dated
as of December 4, 1996, FOCUS Enhancements, Inc. (the "Company") authorized the
sale of 500,000 shares of its common stock, $.01 par value per share (the
"Common Stock"), in reliance upon the transaction exemption afforded by
Regulation S ("Regulation S") as promulgated by the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, and an aggregate of
449,444 shares of such stock were sold pursuant to Regulation S to the following
non-US entities in the following transactions. Each of the following purchasers
of the Common Stock signed a subscription agreement confirming its compliance
with Rules 902 and 903 of Regulation S.
(a) On December 9, 1996, 150,000 shares of the Common Stock were sold
to Bank Sarasin & Cie., Zurich, a corporation organized under the laws of
Switzerland, at a price per share of $1.69. A commission aggregating $21,000 was
paid to Berkshire International Finance, Inc., headquartered at 551 Fifth
Avenue, Suite 605, New York, New York 10017 (the "Broker"), upon consummation of
this transaction.
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(b) On December 16, 1996, 147,929 shares of the Common Stock were sold
to Banque Franck S.A., Geneva, a corporation organized under the laws of
Switzerland, at a price per share of $1.69. An aggregate commission of
$20,710.06 was paid to the Broker upon consummation of this transaction.
(c) On December 31, 1996, 151,515 shares of the Common Stock were sold
to Arista High Technology Growth Fund, a corporation organized under the laws of
the Cayman Islands, at a price per share of $1.65. An aggregate commission of
$15,151.50 was paid to the Broker upon consummation of this transaction.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FOCUS ENHANCEMENTS, INC.
By: /s/ Thomas L. Massie
Thomas L. Massie
President
Date: January 15, 1997
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