WIDECOM GROUP INC
8-K, 1997-02-11
COMMUNICATIONS EQUIPMENT, NEC
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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 Act of 1934


Date of Report (date of earliest event reported):   February 10, 1997
                                                    -----------------


                           THE WIDECOM GROUP INC.
- -------------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)


                              Ontario, Canada
- -------------------------------------------------------------------------------
               (State or Other Jurisdiction of Incorporation)


               1-13589                                  98-0139939
- --------------------------------------    -------------------------------------
       (Commission File Number)             (IRS Employer Identification No.)


 55 City Centre Drive, Suite 500, Mississauga, Ontario, Canada      L5B  1M3
- ---------------------------------------------------------------   -------------
           (Address of Principal Executive Offices)                (Zip Code)


                                (905) 566-0180
- -------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)



                   INFORMATION TO BE INCLUDED IN FORM 8-K


Item 1.    Change in Control of Registrant   --   Not Applicable

Item 2.    Acquisition or Disposition of Assets   --   Not Applicable

Item 3.    Bankruptcy or Receivership   --   Not Applicable

Item 4.    Changes in Registrant's Certifying Accountant   --   Not Applicable

Item 5.    Other Events.


      On February 10, 1997, the Registrant announced that it was calling 
for redemption of all of the publicly-traded warrants issued in connection 
with its initial public offering, as described in the Press Release 
attached as Exhibit A to this Form 8-K.  In addition, the Registrant gave 
notice to all registered warrantholders, and American Stock Transfer and 
Trust Company that American Stock Transfer and Trust Company had been 
removed as Warrant Agent for purposes of the warrants being called for 
redemption, and that The First National Bank of Boston had been appointed 
to such position.

Item 6.    Resignation of Registrant's Directors   --   Not Applicable

Item 7.    Financial Statements and Exhibits   --   Not Applicable

Item 8.    Change in Fiscal Year   --   Not Applicable



                                  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.


                                        THE WIDECOM GROUP, INC.


Dated:  February 10, 1997               /s/  RAJA S. TULI
                                        --------------------------------------
                                        Raja S. Tuli, President and 
                                        Chief Executive Officer



                                Exhibit Index
                                -------------


Exhibit No.        Description                           Page No.
- -----------        -----------                           --------

   20.2            Press Release                            4




                                                                   Exhibit 20.2
                                                                   ------------


FOR IMMEDIATE RELEASE                       TRADED:  NASDAQ:  WIDEF, WIDWF
FEBRUARY 10, 1997                           BOSTON:  WDE, WDEW


                         WIDECOM CALLS WARRANTS FOR REDEMPTION

      MISSISSAUGA, ONTARIO, CANADA  --  The WideCom Group Inc. announced 
today that it is giving notice of the redemption, in full, of the 1,897,500 
publicly-traded warrants (Nasdaq: "WIDWF"; BSE: "WDEW") issued in 
connection with WideCom's public offering.  The redemption will be 
effective at 5:00 pm EST on March 13, 1997 (the "Redemption Date") at 
which time WideCom will redeem all such then-outstanding warrants at a 
price of $.10 per warrant.

      Each of the warrants that are subject to redemption may, instead, be 
exercised to purchase one share of WideCom's common stock at an exercise 
price of $4.00 per share if properly exercised prior to the Redemption 
Date.

      WideCom also announced that it had appointed The First National Bank 
of Boston as its warrant agent for the exercise of the warrants subject to 
redemption.  The address for all correspondence with Bank of Boston is 150 
Royall Street, Canton, Massachusetts  02021;  telephone:  617-575-2514;  
telefax:  617-575-2500.


The WideCom Group Inc. designs, manufactures and markets high-speed, high-
performance, wide-format document management systems.  WideCom's product 
lines include its 36" WIDEfax[(R) Registration Mark] facsimile machines, 
engineering scanners and direct imaging plotters.  WideCom distributes its 
products directly through VARs, OEMs and distributors internationally.




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