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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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August 29, 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 June 16, 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 have previously invested $4 million in the Company and who had
the first right of refusal on the next $1 million in equity financing of the
Company. The Company has now completed its commitments to financing with these
two individuals. These financings are consistent with the Company's estimate of
capital requirements of $5.5 million for the 1997 fiscal year ending September
30, 1997, as first reported in the Company's 1996 Annual Report. 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 placement commitment
letters of June 16, 1997 ($290,000), was received prior to the third fiscal
quarter ended June 30, 1997, in exchange for 138,337 shares of restricted Common
Stock, for an average price of $2.10 a share. An additional $394,933 was
received after the third fiscal quarter ended June 30, 1997, but prior to the
publication of the Company's financial statements for the quarter, in exchange
for 208,333 shares of restricted Common Stock, for an average price of $1.90 a
share. Cash received after June 30, 1997, but before publication of the
financial statements for the third quarter have been reported as part of
$607,000 in Subscriptions Receivable in the financial statements. The balance of
the funds to be received under the private placements as of August 13, 1997, is
$1,315,067.
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A pro forma condensed balance sheet of the Registrant at June 30, 1997,
after giving effect to the issuance of restricted Common Stock is presented as
follows:
PRO FORMA BALANCE SHEET AS OF JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
BEFORE ISSUANCE ADJUSTMENT AFTER ISSUANCE
<S> <C> <C> <C>
ASSETS
Cash $1,391 $1,391
Subscriptions receivable 212,067 394,933 607,000
Other current assets 947,611 947,611
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Total current assets 1,161,069 1,556,002
Machinery, equipment 1,604,548 1,604,548
and furniture
Other assets 163,214 163,214
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Total assets $2,928,831 $3,323,764
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities $1,051,608 $1,051,608
Long-term debt 87,736 87,736
Shareholders' equity:
Preferred stock 450,000 450,000
Common stock 17,961,119 394,933 18,356,052
Notes receivable for stock (535,155) (535,155)
Accumulated deficit (16,086,477) (16,086,477)
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Total shareholders' equity 1,789,487 2,184,420
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Total liabilities and $2,928,831 $3,323,764
shareholders' equity
</TABLE>
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: August 29, 1997 /s/ Gregory P. Hanson
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Gregory P. Hanson
Chief Financial Officer
