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) July 10, 1997
IONIC FUEL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-13234 06-1333140
(Commission File Number) (I.R.S. Employer Identification No.)
300 Delaware Avenue #1704 Wilmington, Delaware 19801-1622
(Address of principal executive offices) (Zip Code)
(302) 427-5957
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On July 10, 1997, the Registrant concluded a private placement of Units
(the "Units") pursuant to Regulation S promulgated under the Securities Act of
1933, as amended ("Offering"). Each Unit consisted of one share of the
Registrant's Common Stock and one Warrant to purchase one share of common stock
at an exercise price of $2.95 during a three year period from the closing of the
offering. The Units were offered at $2.25 per Unit and an aggregate of 771,833
Units were sold for an aggregate of $1,736,624.25. American Equities Overseas
(UK) Ltd. acted as Placement Agent for the private placement. The Placement
Agent's compensation consisting of (i) cash compensation of 7% of the gross
proceeds of the Offering and (ii) warrants to purchase shares of common stock of
the Registrant equal to 10% of the Units sold on the same terms and conditions
of the warrants forming a part of the Units. The net proceeds of the Offering
were added to the Registrant's working capital to be used for general corporate
purposes. A pro-forma Consolidated Balance Sheet is filed herewith that gives
effect to the net proceeds of the Offering.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits
99. Consolidated Balance Sheet, Proforma and As
Adjusted, ProForma at March 31, 1997.
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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.
Ionic Fuel Technology, Inc.
(Registrant)
By: /s/ Douglas F. Johnston, Chairman
DATED: July 15, 1997
EXHIBIT 99
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IONIC FUEL TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
Proforma March 31,
March 31, 1997 June 30,
1997 As Adjusted, 1996
(Unaudited) Proforma (Audited)
Assets
Current assets:
Cash and cash equivalents (Note 2) $ 444,506 $1,959,566 $ 1,173,088
Trade accounts receivable, net of allowance
for doubtful accounts of $43,791 at
June 30, 1996 127,867 127,867 80,332
VAT and other receivables - - 25,642
Inventory (Note 3) 475,771 475,771 464,093
Prepaid expenses 97,386 97,386 84,639
Total current assets 1,145,530 2,660,590 1,827,794
Equipment and vehicles, net of accumulated
depreciation of $429,503 at March 31, 1997
and $361,212 at June 30, 1996 154,283 154,283 192,608
Patents, net 598,120 598,120 638,783
Total assets $1,897,933 $ 3,412,993 $ 2,659,185
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 87,069 $ 87,069 $ 87,739
Accrued expenses 306,503 306,503 316,493
Provisions for warranties and returns 19,119 19,119 63,833
Accrued royalty, due to officer 35,200 35,200 20,800
Accrued salary, benefits and payroll taxes 21,807 21,807 16,509
Total current liabilities 469,698 469,698 505,374
Other long-term liability 369,178 369,178 380,900
Stockholders' equity:
Common stock, $.01 par value:
20,000,000 shares authorized; issued and
outstanding 5,400,000 shares 54,000 61,718 54,000
Capital in excess of par value 10,768,973 12,276,315 10,769,873
Accumulated deficit (9,635,508) ( 9,635,508) ( 8,899,242)
Cumulative translation adjustment ( 128,408) ( 128,408) ( 150,820)
Total stockholders' equity 1,059,057 2,574,117 1,772,911
Total liabilities and stockholders' equity $ 1,897,933 $3,412,993 $ 2,659,185
See accompanying notes:
Note: The balance sheet at June 30, 1996 has been derived from the audited financial statements at that date
but does not include all of the information and footnotes required by generally accepted accounting
principles for complete financial statements.
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