<PAGE>
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): Apr. 17, 2000 (Apr. 11, 2000)
CLARITI TELECOMMUNICATIONS INTERNATIONAL LTD.
---------------------------------------------
(Exact name of Registrant as specified in charter)
Delaware 33-90344 23-2498715
-------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1735 Market Street, Mellon Bank Center, Suite 1300
Philadelphia, Pennsylvania 19125
--------------------------------------------------------
(Address of principal executive offices) (Zip Code)
215-979-3600
------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
In April 2000, Clariti Telecommunications International, Ltd. ("Clariti")
completed a private placement to several foreign institutional investors of
3,850,000 shares of its common stock for aggregate proceeds of $10,588,000
which, after commissions of $1,165,000, resulted in net proceeds to Clariti of
$9,423,000. In connection with this private placement, Clariti also issued
1,060,000 warrants to purchase Clariti common stock at a price of $3.025 per
share. These warrants expire in April 2003. These securities issuances are
exempt from registration with the Securities and Exchange Commission pursuant
to Regulation S as transactions with non-U.S. persons or Section 4(2) as
transactions by an issuer not involving any public offering in that said
transactions involved the issuance by Clariti of shares of its common stock to
financially sophisticated entities who are fully aware of Clariti's activities,
as well as its business and financial condition, and acquired said securities
for investment purposes. Clariti plans to use these funds for general
corporate purposes and working capital needs of its subsidiaries.
2
<PAGE>
Signature
---------
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.
CLARITI TELECOMMUNICATIONS
INTERNATIONAL, LTD.
(Registrant)
April 17, 2000
By: s/James M. Boyd, Jr.
--------------------
James M. Boyd, Jr.
Vice President of Finance
and Chief Accounting
Officer
3
