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 31, 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 of Incorporation) Number) Identification Number)
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)
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ITEM 9.
SALES OF EQUITY SECURITIES
PURSUANT TO REGULATION S
On December 31, 1997, Registrant issued an 8% convertible debenture
(the "Debenture") to a foreign national (the "Debenture Purchaser") pursuant to
the exemption provided for by Regulation S. The Debenture was issued in
consideration of a $100,000 purchase price. It bore interest at a rate of eight
percent (8%) per annum. The Debenture provided that, at any time 41 days after
it was issued, it could be converted into shares of the Company's common stock,
par value $.01 per share ("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. Immediately prior to April 8,
1998, the Debenture Purchaser elected to convert the entire outstanding amount
of the Debenture into 639,887 shares of Common Stock. No underwriting discounts,
commissions or other discounts were involved in the sale other than as described
above.
On April 21, 1998, Registrant sold another 571,429 shares of Common
Stock to the Debenture Purchaser pursuant to the exemption provided for by
Regulation S, separate and apart from the Debenture Purchaser's acquisition of
Common Stock pursuant to the conversion of the Debenture. The Company received
an aggregate amount of $100,000.00 from the sale. No underwriting discounts or
commissions were involved in the sale.
On April 22, 1998, Registrant sold 200,000 shares of Common Stock to
another foreign national pursuant to the exemption provided for by Regulation S.
The Company received an aggregate amount of $40,000.00 from the sale. No
underwriting discounts or commissions were involved in the sale.
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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.
LS CAPITAL CORPORATION
(Registrant)
Date: May 14, 1998 By: /s/ Paul J. Montle
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Paul J. Montle, Chairman and
Chief Executive Officer
