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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 20, 1997
HEADSTRONG GROUP, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 33-475567 22-3663311
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)
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5 Lexington Avenue, East Brunswick, New Jersey 08816
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 254-3433
N/A
(Former name or former address, if changed since last report)
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On January 31, 1997, the Registrant completed the offer and
sale of 5% convertible debentures in the aggregate principal amount of $500,000
in reliance upon Regulation S under the Securities Act of 1933. This offer and
sale consisted of two separate transactions consisting of $250,000 principal
amount with net proceeds to the Registrant of $216,541.70 on January 20, 1997;
$250,000 principal amount with net proceeds to the Registrant of $216,086.70 on
January 31, 1997. The Placement Agent for both of the above transactions was
Shane Henty Sutton and the Buyers were 397370 B C, Ltd. and Karela Gisele Pty.,
Ltd, respectively. Net proceeds of the offering to the Registrant were
$432,628.40 after payments to the Placement Agent of commissions, escrow fees,
disbursements and other expenses (aggregate $67,371.60).
The debentures sold to 397370 B C Ltd. are convertible into
shares of the Registrant's common stock upon the expiration of 45 days from the
date of sale and at a price per share equal to a 40% discount of the average of
the daily low price traded for the common stock for the five trading days prior
to the date of conversion. The debentures sold to Karela Gisele Pty., Ltd, are
convertible into shares of the Registrant's common stock upon the expiration of
45 days from the date of sale and at a price per share equal to a 40% discount
of the average of the daily low bid for the common stock for the five trading
days prior to the date of conversion. In the event that the debentures are not
converted into shares of the Registrant's common stock, the debentures will be
due on January 19, 1999 and January 30, 1999 for the debentures sold on January
20, 1997 and January 31, 1997, respectively.
SIGNATURE
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.
HEADSTRONG GROUP, INC.
(Registrant)
Date: February 4, 1997 By: /s/ JERRY ORODENKER
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Jerry Orodenker, Chief Financial Officer
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