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) March 4, 1997
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XAVIER CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-28204 76-0490006
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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.
Registrant is currently undertaking a placement of convertible
debentures (the "Debentures") pursuant to Regulation S ("Regulation S") adopted
under the Securities Act of 1933, as amended (the "Act"). The Debenture offering
is being offered wholly to foreign investors. The maximum authorized aggregate
principal amount of the Debentures which may be sold is $7 million, although no
minimum amount of Debentures is required to be sold.
Sales of Debentures were consummated on March 4, 1997, for an
aggregate amount of $250,000.00. All sales were to foreign investors. The
Debentures sold in the March 4th transaction bear interest at the rate of 4% per
annum and are convertible into the Common Stock of the Registrant at a
conversion price equal to the lesser of (i) $1.75 per share, or (ii) 75% of the
average closing bid price of the Registrant's Common Stock for the five
consecutive trading days ending on the trading day immediately preceding the
date of conversion. The Debentures have a three-year term to maturity, with
interest only payable in annual installments prior to the maturity date.
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.
XAVIER CORPORATION
Date: March 19, 1997 By /s/ Robert S. Parsons
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Robert S. Parsons
Vice President & Chief Financial Officer
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