CYCLO3PSS CORP
8-K, 1997-11-12
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                       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.



                                November 5, 1997
                Date of Report (Date of earliest event reported)


                              Cyclo3pss Corporation
             (Exact name of Registrant as specified in its charter)


              Delaware               0-22720                87-0455642
              State of          Commission File No.        IRS Employer
            Incorporation                                Identification No.


                              3646 West 2100 South
                            Salt Lake City, UT 84120
                            ------------------------  
                    (Address of principal executive offices)


                                 (801) 972-9092
                                 --------------
                         (Registrant's telephone number)


<PAGE>



Item 5.  Other Events

      On November 5, 1997, the Company  closed a private  offering of its common
stock.  The  offering  was  exempt  from  registration  pursuant  to Rule 506 of
Regulation as promulgated  under the Securities Act of 1933, as amended,  and/or
Section 4(2) of such Act. Gross offering proceeds were $1,250,000.  The offering
proceeds will be used for general working capital purposes.

      Effective  October 31, 1997, John Williams resigned as the Chairman of the
Board of Directors and as a Director of the Company. Such resignation was not as
the result of any disagreement  with the Company but was due to health and other
personal  reasons.  Mr. Williams has indicated that he will remain  available to
assist the Company as a consultant as requested by the Company.



                                   SIGNATURE

      Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.

                                    Cyclo3pss Corporation

Date: November 7, 1997

                                    By:   /s/ William R. Stoddard
                                          William R. Stoddard
                                          Chief Executive Officer



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