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UNITED STATES
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
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May 15, 1997
XXSYS TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Commission File Number: 0-20376
California 33-0161808
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4619 Viewridge Avenue
San Diego, California 92123
(Address of principal executive offices)
(619) 974-8200
(Registrant's telephone number, including area code)
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
On March 18, 1997, the Company entered into private placement
agreements totaling $2,000,000 in exchange for restricted Common Stock at a
price equal to 80% of the 20 prior trading days. The private placements were
with two foreign shareholders who had previously invested $2 million with the
Company and who had the first right of refusal on the next $3 million in equity
financing of the Company. The private placements were conducted pursuant to
Regulation S under the Securities Act of 1933. There was no underwriter
involved.
A portion of the cash received from the private placements ($330,000)
was received prior to the second fiscal quarter ended March 31, 1997, in
exchange for 127,407 shares of restricted Common Stock, for an average price of
$3.04 a share. An additional $836,933 was received after the second fiscal
quarter ended March 31, 1997, but prior to the publication of the Company's
financial statements for the quarter, in exchange for 287,682 shares of
restricted Common Stock, for an average price of $2.91 a share. Cash received
after March 31, 1997, but before publication of the financial statements for the
quarter have been reported as Subscriptions Receivable in the financial
statements. The balance of the funds to be received under the private placements
as of May 15, 1997, is $833,067. A pro forma condensed balance sheet of the
Registrant at March 31, 1997, after giving effect to the issuance of restricted
Common Stock is presented as follows:
PRO FORMA BALANCE SHEET AS OF MARCH 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
ACTUAL ADJUSTMENT PRO FORMA
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<S> <C> <C> <C>
ASSETS
Cash $ 75,936 75,936
Subscriptions receivable 66,067 836,933 903,000
Other current assets 333,753 333,753
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Total current assets 475,756 1,312,689
Machinery, equipment 1,257,528 1,257,528
and furniture
Other assets 89,364 89,364
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Total assets $ 1,822,648 $ 2,659,581
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities $ 584,195 $ 584,195
Long-term debt 56,408 56,408
Shareholders' equity:
Preferred stock 450,000 450,000
Common stock 15,979,604 836,933 16,816,537
Notes receivable for stock (523,400) (523,400)
Accumulated deficit (14,724,159) (14,724,159)
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Total shareholders' equity 1,182,045 2,018,978
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Total liabilities and $ 1,822,648 $ 2,659,581
shareholders' equity
</TABLE>
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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.
XXsys Technologies, Inc.
(Registrant)
Date: May 15, 1997 /s/ Gregory P. Hanson
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Gregory P. Hanson
Chief Financial Officer
