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UNITED STATES
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
December 24, 1998
Date of report (Date of earliest event reported)
SCHMITT INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Oregon 0-23996 93-1151989
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification Number)
2765 N.W. Nicolai Street
Portland, Oregon 97210
(Address of Principal Executive Offices) (Zip Code)
(503) 227-7908
(Registrant's Telephone Number,
Including Area Code)
Former Name or Former Address, if Changed Since Last Report: N/A
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Effective December 24, 1998, the Company issued a total of 610,000 shares
of its common stock in exchange for a total of 13,757,156 shares of common stock
of Air Packaging Technologies, Inc., a Delaware corporation ("APTI Shares").
The Company's shares were issued to five holders of APTI Shares in transactions
qualifying for exemptions from registration under the Securities Act pursuant to
Regulations S and/or D under the Securities Act and Section 4(2) of the
Securities Act. The Company's shares were issued only to investors who reside
or are otherwise located outside the United States and who qualify as
"accredited investors" under Rule 501(a) under the Securities Act. The Company
obtained detailed information from each investor that provided the Company with
a reasonable belief that all investors were foreign investors and "accredited
investors." No underwriters were engaged in these transactions.
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.
SCHMITT INDUSTRIES, INC.
Date: December 24, 1998 /s/Wayne A. Case
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Wayne A. Case
President and Chief Executive Officer
/s/Annie Windsor
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Annie Windsor, Chief Financial Officer
