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U.S. 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) December 18, 1996 (December
16, 1996)
SIGMA ALPHA GROUP, LTD.
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(Exact name of Registrant as specified in charter)
Delaware 2-32881 23-2498715
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1341 North Delaware Avenue, Philadelphia, Pennsylvania 19125
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215)-425-8682
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(Former Address) (Zip Code)
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Item 5. Other Information
Sigma Alpha Group, Ltd. (the "Company" or the "Registrant"), announced
that December 16, 1996, it entered into a corporate financing agreement with
Pennsylvania Merchant Group, Ltd. ("PMG Agreement"). In accordance with the
terms of the PMG Agreement, PMG will provide strategic advisory and corporate
finance services to the Company including advising and assisting the Company
in its strategic planning process and in developing strategic partnerships. In
addition, PMG will represent the Company in connection with pending and future
financing transactions. In consideration for the services rendered under the
PMG Agreement, PMG will receive a monthly retainer, as well as warrants to
purchase an aggregate of 300,000 shares of the Company's Common Stock at a
price of $2.00 per share for a five year period. PMG will also receive fees in
connection with financing and other investment transactions consummated by the
Company. The initial term of the PMG Agreement is for a minimum of one year,
after which time either party may terminate on 30 days written notice.
The Company's president Peter S. Pelullo said, "We are very pleased to
have PMG serve as our investment banker. We believe that PMG's guidance and
assistance will play a major role in helping the Company expand the sale of our
products throughout China and other emerging markets and complete our
transformation into a global telecommunications company."
In the summer of 1996, the Company received its first orders for its
telecommunications products. As of the date of this report, the Company
received orders for a total of 41,000 stock information receiver ("SIR") units
($1,335,000 in total orders) from three radio stations in China. The SIR units
allow for the broadcast of securities news, other information and special
programming in China. The Company is also developing a digital voice pager
system ("Voice Pager") which utilized digital signal processing to transmit
voice messages over existing FM broadcast subcarriers to a hand held Voice
Pager unit. The Company expects the production prototype for the Voice Pager
to be available for delivery in the early part of 1997 provided current
projections are realized and sufficient funding is received. The Company has
filed a U.S. patent application for the Voice Pager technology.
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Signatures
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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.
SIGMA ALPHA GROUP, LTD.
(Registrant)
December 18, 1996
By: s/ Scott A. McPherson
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Scott A. McPherson
Principal Financial Officer