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): July 10, 1997
LS CAPITAL CORPORATION
(Exact name of registrant as specified in its Charter)
Delaware 0-21566 84-1219819
(State or other (Commission File (IRS
Employer jurisdiction Number) Identification Number)
of Incorporation)
15915 Katy Freeway, Suite 250, Houston, Texas 77094
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (281) 398-5588
N/A
(Former address if changed since last report)
<PAGE>
ITEM 9.
SALES OF EQUITY SECURITIES
PURSUANT TO REGULATION S
On July 23, 1997, Registrant issued 150,000 shares of Common Stock to a
foreign national pursuant to the exemption provided for by Regulation S. These
shares were issued in consideration of the transfer of certain mining claims and
assets to Shoshone Mining Co., a newly-formed subsidiary of Registrant. No
underwriting discounts or commissions were involved in the sale.
In addition, from July 10, 1997 to October 16, 1997, Registrant issued
to a foreign national, pursuant to the exemption provided for by Regulation S, a
total of eleven warrants to purchase a total of 545,299 shares of Common Stock.
All of these warrants have been exercised, and the related warrant shares were
issued pursuant to the exemption provided for by Regulation S or Regulation D
under the Act. Registrant received a total of $266,550.35 from the sale of the
warrants and the underlying Common Stock. Essentially, 452,174 shares of Common
Stock were purchased at a per-share price of $.47, 81,481 shares were purchased
at a per-share price of $.55, and 11,664 shares were purchased at a per-share
price of $.75. These per-share purchase prices are approximately 25.5% less than
the then current market prices for the Common Stock. No underwriting discounts,
commissions or other discounts were involved in the sale other than as described
above.
Also, on October 17, 1997, Registrant issued an 8% convertible
debenture (the "Debenture") to a foreign national pursuant to the exemption
provided for by Regulation S. The Debenture was issued in consideration of a
$250,000 purchase price. It bears interest at a rate of eight percent (8%) per
annum. At any time 41 days after it is issued, the Debenture may be converted
into shares of Common Stock at a conversion price equal to 70% of the average
closing bid of the Common Stock during the last five trading days prior to the
effective date of the conversion. In the Debenture, Registrant agreed to
register with the U.S. Securities and Exchange Commission the resale of shares
of Common Stock acquired upon conversion of the Debenture, if such shares can
not be sold without such registration. No underwriting discounts, commissions or
other discounts were involved in the sale other than as described above.
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.
LS CAPITAL CORPORATION
(Registrant)
Date: December 24, 1997 By: /s/ Paul J. Montle
Paul J. Montle, Chairman and Chief
Executive Officer
