FORM 8-K.--CURRENT REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report January 7, 1998
RSI SYSTEMS, INC.
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MINNESOTA 0-27106 41-1767211
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
7400 Metro Boulevard, Suite 475, Edina, Minnesota 55439
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 896-3020
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(Former name or former address, if changed since last report.)
ITEM 1. CHANGES 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
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ITEM 5. OTHER EVENTS.
Private Offering of Common Stock. On January 6, 1998, the Company
closed on a minimum private placement of its common stock in which
1,341,255 shares were sold for $1.65 per share. Net proceeds were
approximately $2,033,000.
Including this transaction, on a proforma basis, the Company had a
capital and surplus balance of approximately $2,834,000 and net
tangible assets of approximately $2,834,000 on November 30, 1997,
respectively. See press release attached as exhibit 19.1.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) EXHIBITS
See Exhibit Index on Page 3 which is incorporated herein
by reference.
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.
RSI Systems, Inc.
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Date January 7, 1998 /s/ Donald C. Lies
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Donald C. Lies
President and Chief Executive Officer
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RSI SYSTEMS, INC.
EXHIBIT INDEX TO FORM 8-K
EXHIBIT NO. TITLE OF DOCUMENT METHOD OF FILING
19.1 Press release regarding private Filed herewith electronically.
placement.
EXHIBIT 19.1
RSI SYSTEMS COMPLETES PRIVATE EQUITY PLACEMENT
MINNEAPOLIS, January 7, 1998--RSI Systems, Inc. (Nasdaq:
RSIS), today announced that it has completed the private placement of 1,341,255
shares of its common stock at $1.65 per share. The shares offered in the private
placement were not registered under the Securities Act of 1933 and may not be
offered or sold by the purchasers in the private placement absent registration
or an applicable exemption from registration requirements.
Net proceeds of approximately $2,033,000 will be used to fund
the Company's expanded sales and marketing effort and research and development
of the Company's current generation Video Flyer video conferencing system. The
offering was made through the Minneapolis investment banking firm of Miller,
Johnson & Kuehn, Incorporated.
Don Lies, president and CEO of RSI, said that "this capital
will significantly enhance our ability to pursue the growing market
opportunities we see for our high performance group video conferencing systems.
These funds will allow us to expand our global marketing efforts while
continuing to develop new leading edge features for the existing system and next
generation video conferencing products. The additional capital also will enable
the Company to meet more stringent Nasdaq listing requirements being implemented
in 1998."
Founded in 1993 and headquartered in Minneapolis, RSI Systems,
Inc., is a recognized leader in full-motion video and audio conferencing
systems. It is the first company to offer a family of computer-free video
conferencing systems that connect directly to any type of television, display
system projector, PC or Macintosh computer to allow for worldwide video calling
in less than 15 seconds, in both conference room and individual office
applications.
