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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
Date of Report (Date of earliest event reported) November 6, 1996
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XAVIER CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-28204 76-0490009
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1600 Smith Street, Suite 4700, Houston, Texas 77002
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 713-652-5111
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Not applicable.
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
Regulation S Private Placements.
On November 6, 1996, the Company issued 150,000 shares of Common Stock
to certain creditors of the Company located outside of the United States in
satisfaction of fees and expenses accrued on the Company's books at December 31,
1995, for services related to financing obtained by the Company. Such issuance
was pursuant to Regulation S of the Securities and Exchange Commission
Regulations promulgated under the Securities Act of 1933 ("Regulation S").
On November 21, 1996, the Company sold 500,000 shares of Common Stock,
at a purchase price of $2.375 US per share, to Kleinworth Benson Investment
Management, Ltd., an investor residing outside of the United States, in a
transaction conducted pursuant to Regulation S.
On November 23, 1996, the Company issued 589,848 shares of Common Stock
and 589,848 warrants to Pascarla, Ltd., a foreign entity located in the Bahamas
pursuant to the PPI Agreement, in payment of the purchase price for certain oil
field equipment. The exercise price of the warrants is $2.50 per warrant. The
warrants expire two (2) years from the date of issuance. The Common Stock and
warrants were issued pursuant to Regulation S.
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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 hereto duly authorized.
XAVIER CORPORATION
Date: December 20, 1996 By /s/ Robert S. Parsons
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Robert S. Parsons
Chief Financial Officer
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