INTERACTIVE FLIGHT TECHNOLOGIES INC
SC 13E4/A, 1996-05-17
MISCELLANEOUS MANUFACTURING INDUSTRIES
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                                 SCHEDULE 13E-4
                                 (RULE 13e-101)

            Tender Offer Statement Pursuant to Section 13(e)(1) of the
             Securities Exchange Act of 1934 and Rule 13e-4 Thereunder

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

            Issue Tender Offer Statement (Pursuant to Section 13(e)(1)
                    of the Securities Exchange Act of 1934)
                               (Amendment No. 3)

                     Interactive Flight Technologies, Inc.
           --------------------------------------------------------
                                (Name of Issuer)


                     Interactive Flight Technologies, Inc.
           --------------------------------------------------------
                      (Name of Person(s) Filing Statement)


                     Class A Common Stock Purchase Warrants
           --------------------------------------------------------
                          (Title of Class of Securities)


                                    45838C114
           --------------------------------------------------------
                        (CUSIP Number of Class of Securities)


                       Robert J. Aten, Chief Financial Officer
                                3070 West Point Road
                                 Las Vegas, NV 89118
                                   (702) 896-8900
           --------------------------------------------------------
      (Name, Address and Telephone Number of Person Authorized to Receive
       Notices and Communications on Behalf of Person(s) Filing Statement)


                                    April 11, 1996
           --------------------------------------------------------
                        (Date Tender Offer First Published,
                        Sent or Given to Security-Holders)

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ITEM 8.  ADDITIONAL INFORMATION

         As set forth in the Prospectus Supplement dated May 6, 1996 filed as
an Exhibit by Amendment No. 2 to the Company's Schedule 13E-4, Donald H.
Goldman, President and a director of the Company, advised the Company of
his intent to resign, subject to reaching agreement with the Company on
certain terms.

         Mr. Goldman is leaving the Company voluntarily to pursue other
interests. Further, one of Mr. Goldman's main responsibilities was in the
area of entertainment programming. As the Compny's operations have expanded,
it has become clear that the entertainment aspect of the Company's business
will be based in Los Angeles, California, and Mr. Goldman does not wish to
relocate at this time.














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                                  SIGNATURE

    After  due inquiry and to the  best of my  knowledge and belief,  I 
certify that the information set forth in this statement is true, complete 
and correct.

Dated: May 17, 1996

                                       /s/ Robert J. Aten
                                       ----------------------------------------
                                       Robert J. Aten, Chief Financial Officer






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