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
Date of Report (Date of earliest event reported): December 5, 1996
MEDICAL INDUSTRIES OF AMERICA, INC.
(Exact name of registrant as specified in its Charter)
Florida 0-20356 65-0158479
(State or other jurisdiction (Commission file no.) (IR Employer Id Number)
of incorporation)
1903 S. Congress Ave, Suite 400, Boynton Beach, Florida 33426
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code 561-737-2227
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The Form 8-K was amended due to the inadvertent ommission of the signature
page. It is included below.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
On November 20, 1996, Medical Industries of America, Inc. (the
"Company") closed an exchange offering of units each consisting of one $15
Series D Convertible Preferred Shares (the "Series D Shares") and 1.5 warrants
to purchase common stock (the "Warrants"). The Units were offered, through
Baytree Associates, Inc. acting as placement agent, solely to holders of the
Company's $10 convertible Series C Preferred Stock and the consideration
received by the Company was one Series C Preferred Share and $5.00 for each Unit
purchased. At the conclusion of the rights offering, 220,496 Series D shares and
330,774 Warrants were issued to investors. Each Series D Share is convertible
into shares of the Company's common stock at the lesser of (1) 75% of the
closing bid price, of the Common Stock on the date of the closing of the
subscription (but not lower than $3.00 in the event of a stock split), or (2)
56% of the average Closing Bid Price for the five (5) trading days immediately
preceding the Date of Conversion. The Warrants entitle the holders to acquire
additional shares of common stock for $3.00 per share for a period of six months
following the closing and for $4.00 per share thereafter until they expire 18
months after closing.
The offering was made only to "non-U.S. Persons" as defined in
Regulation S and the aggregate commission, expenses and legal fees related to
the offering totaled $194,677.
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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.
Heart Labs of America, Inc.
Date: December 5, 1996 By: /s/ LINDA MOORE
Senior Vice President
