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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) November 6, 1996
KIDS MART, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 0-21910 65-0406710
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(State or other jurisdiction (Commission (I.R.S. Employer
of corporation File Number) Identification No.)
801 SENTOUS AVENUE, CITY OF INDUSTRY, CALIFORNIA 91748
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(818) 854-3166
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
Between November 6, 1996 and November 11, 1996, Kids Mart, Inc. (the
"Company") sold $1,189,967.50 aggregate principal amount of its Convertible
Subordinated Notes (the "Notes") pursuant to Regulation S promulgated under the
Securities Act of 1933, as amended (the "Old Offering"). No underwriter or
placement agent assisted the Company in the Old Offering. The Notes were
convertible into shares of the Company's common stock, par value $.0001 per
share (the "Common Stock") at a price of 65% of the price of the Common Stock
on the day prior to conversion, not to exceed $1.50. The Notes were sold to
non-U.S. persons and entities in transactions outside the U.S.
The sale of the Notes was structured as a "minimum/maximum" deal
whereby the Company obligated itself to sell at least $1,500,000 aggregate
principal amount of Notes by November 11, 1996 or immediately return all
proceeds received thereby. When the Company failed to sell the minimum amount
of Notes by the specified date, it returned the $1,189,967.50 received in the
Old Offering, canceled the Notes and terminated the Old Offering.
On November 14, 1996, the Company commenced a new offering (the "New
Offering") of Convertible Subordinated Notes (the "New Notes") pursuant to
Regulation S and Regulation D promulgated under the Securities Act of 1933, as
amended. The New Offering is structured as a "minimum/maximum" deal whereby
the Company obligated itself to sell at least $1,500,000 aggregate principal
amount of New Notes by November 22, 1996 or immediately return all proceeds
received thereby. On November 18, 1996, the Company sold $1,509,950 aggregate
principal amount of New Notes satisfying the "minimum" contingency. No
underwriter or placement agent is assisting the Company in the New Offering.
The New Notes are convertible into shares of Common Stock at a price per share
of 65% of the price of the Common Stock on the day prior to conversion, not to
exceed $1.00. $1,289,950 aggregate principal amount of the New Notes already
sold were sold to non-U.S. persons and entities in transactions outside the
U.S. $220,000 aggregate principal amount of the New Notes already sold were
sold to a U.S. company meeting the accredited investor criteria under
Regulation D. The New Notes will not be registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
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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.
KIDS MART, INC.
Date: November 21, 1996 By /s/ ROBERT KELLEHER
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Robert Kelleher
Vice President, Chief Operating
Officer and Chief Financial
Officer
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