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):
March 3, 1997 (February 12, 1997)
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 February 12, 1997, FOCUS Enhancements, Inc. sold 218,181 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, to Arista High Technology Growth Fund, Ltd., a non-US
entity organized under the laws of the Cayman Islands (the "Purchaser"). In
conjunction with the foregoing sale of Common Stock, the Purchaser signed a
subscription agreement confirming its compliance with Rules 902 and 903 of
Regulation S.
The shares of the Common Stock were sold to the Purchaser at a price
per share of $1.55. A commission aggregating $38,180.55 was paid to Berkshire
International Finance, Inc., headquartered at 551 Fifth Avenue, Suite 605, New
York, New York 10017 upon consummation of this transaction.
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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/ Harry G. Mitchell
Harry G. Mitchell
Chief Financial Officer
Date: March 3, 1997
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