MOONLIGHT INTERNATIONAL CORP
8-K, 1997-02-07
COMMERCIAL PRINTING
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                       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)          January 23, 1997

                          Moonlight International Corp.
               (Exact name of registrant as specified in charter)


   Delaware                      0-26070                  13-3859185
(State or Other               (Commission                 (IRS Employer
Jurisdiction of               File Number)                 Identification
Incorporation)                                               Number)

         Mailing Address:  135 Irwin Street, Brooklyn, New York   11235
One Evertrust Plaza, Jersey City, New Jersey                         07302
(Address of principal executive offices)                           (Zip code)


Registrant's telephone number, including area code        718-646-4175



          (Former name or former address, if changed since last report)

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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)      Exhibits.

                  99.1  Press release dated January 16, 1997

                  99.2  Press release dated January 16, 1997

                  99.3  Press release dated January 23, 1997


ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S

         The following information is furnished in accordance with Item 701 of
Regulation S-B as to all equity securities of the registrant sold by the
registrant that were not registered under the Securities Act of 1933 ("Act") in
reliance upon Regulation S under the Act.

A.       TITLE AND AMOUNT OF SECURITIES SOLD AND THE DATE OF THE TRANSACTION -
         75,000 shares of $.0001 par value common stock sold at $1.75 per share
         for gross proceeds of $131,250 with funds being received on January 23,
         1997 and January 27, 1997.

B.       NAME OF THE PLACEMENT AGENT(S) IS - Berkshire Finance Ltd.

C.       CONSIDERATION RECEIVED - Total consideration paid was $131,250 ($1.75
         per share) with registrant receiving net of $120,000 after $11,250
         payment to placement agent but prior to payment by registrant of (a)
         $100,000 in full payment of outstanding indebtedness evidenced by
         promissory note and (b) $2,424.53 to its transfer agent as and for full
         payment of outstanding invoices in such amount thereby leaving
         registrant with $17,575.47.

D.       PERSONS OR CLASSES OF PERSONS TO WHOM THE SECURITIES WERE SOLD AND
         EXEMPTION FROM REGISTRATION CLAIMED - Non-U.S. persons eligible for
         utilization of Regulation S under the Act as not being a "U.S. person"
         as defined in Rule 902(o), which person(s) has warranted and
         represented in an Off-Shore Securities Subscription Agreement that he
         or it is eligible to utilize such exemptions as afforded to non-U.S.
         persons in accordance with aforesaid Regulation S under the Act.

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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.

                                       MOONLIGHT INTERNATIONAL CORP.



                                       By  /s/ Leon Golden
                                         --------------------------------------
                                          Leon Golden, Secretary

Date:  January 31, 1997

                                        3

<PAGE>   1
                          MOONLIGHT INTERNATIONAL CORP.



                                                  contact:         Leon Golden
                                                                   Secretary
                                                                   718-646-4175


FOR IMMEDIATE RELEASE:


MOONLIGHT INTERNATIONAL CORP:  RECEIVES SIGNIFICANT LETTER OF INTENT

         New York, NY - January 16, 1997 - Moonlight International Corp.
(Electronic Over-the-Counter Bulletin Board - LYTE) received a letter of intent
from GMR Group AG, a major South African corporation and the exclusive agent for
such companies as General Instruments, Mobile, Westinghouse, Singer, Asea-Brown
Boveri.

         Werner Heim, President of LYTE, indicated that he was quite pleased
with the fact that after ongoing discussions and negotiations and subsequent
demonstrations of LYTE's mobile helium-filled lighting balloons and the
subsequent conclusion of a marketing study, GMR Group AG has indicated its
intent to become LYTE's exclusive agent for the region of South Africa and
Zambia. Mr. Heim further indicated that given LYTE's cost advantage lighting
program, its industrial and security applications appear extremely exciting.

         In addition, LYTE product demonstrations were conducted for senior
governmental authorities in such areas as police national road safety, fire
brigade, air force and other military operations.

         Mr. Heim said that since LYTE had been concentrating its marketing
efforts on Western European nations its letter of intent with GMR Group AG may
be considered to be a significant breakthrough and expansion upon LYTE's
marketing efforts so as to include Africa.

         LYTE, operating through its wholly owned Swiss subsidiary, and in
accordance with License Agreements (whereby it acquired exclusive field-of-use
worldwide rights to utilize certain proprietary information, patent rights and
technological know how) has developed and is currently commercializing a line of
mobile helium-filled lighting balloons providing high luminosity, non-dazzling
light with low energy consumption and designed to effectively lighten such
nighttime outdoor activities as search and rescue operations, construction
works, sporting events and festivities, as well as various kinds of nighttime
police operations.

<PAGE>   1
                          MOONLIGHT INTERNATIONAL CORP.



                                                 contact:         Leon Golden
                                                                  Secretary
                                                                  718-646-4175


FOR IMMEDIATE RELEASE:


MOONLIGHT INTERNATIONAL CORP:  SCHEDULES MAJOR PRODUCT
DEMONSTRATIONS

         New York, NY - January 16, 1997 - Moonlight International Corp.
(Electronic Over-the-Counter Bulletin Board - LYTE) has significantly expanded
its demonstration program so as to further introduce its mobile helium-filled
lighting balloons to potential clientele and the general population. In that
regard Mr. Werner Heim, President of LYTE, confirmed that demonstrations of
LYTE's lighting systems are scheduled to take place in Kitzbuhl, Austria during
the world famous downhill ski racing event on January 25, 1997 and that LYTE has
been requested to demonstrate its lighting system at the international horse
jumping event in Koessen/Kitzbuhl so as to facilitate the lighting of such event
during the evening hours.

         Mr. Heim also indicated that LYTE had been requested to utilize its
products so as to light up the night skiing on the Suvretta hill in St. Moritz
on February 12, 1997 and to demonstrate the additional potential safety measures
of its system. It is anticipated that major participants in such demonstrations
will include hotels, ski schools and emergency services.

         LYTE, operating through its wholly owned Swiss subsidiary, and in
accordance with License Agreements (whereby it acquired exclusive field-of-use
worldwide rights to utilize certain proprietary information, patent rights and
technological know how) has developed and is currently commercializing a line of
mobile helium-filled lighting balloons providing high luminosity, non-dazzling
light with low energy consumption and designed to effectively lighten such
nighttime outdoor activities as search and rescue operations, construction
works, sporting events and festivities, as well as various kinds of nighttime
police operations.

<PAGE>   1
                          MOONLIGHT INTERNATIONAL CORP.



                                                  contact:         Leon Golden
                                                                   Secretary
                                                                   718-646-4175


FOR IMMEDIATE RELEASE:


NEW DIRECTOR JOINS MOONLIGHT INTERNATIONAL CORP

         New York, NY - January 23, 1997 - Mr. Werner Heim, President of
Moonlight International Corp. (Electronic Over-the-Counter Bulletin Board -
LYTE) was pleased to announce that Mr. M. Walter Levine has accepted nomination
to LYTE's Board of Directors and further indicated that Mr. Levine's vast
business knowledge and experience would be an invaluable asset in the
furtherance of LYTE's business objectives.

         Mr. Levine founded The Amtax Group ("Amtax"), a private investment
banking company in 1978 and has structured investment programs valued at over
$300,000,000 in equipment leasing, oil & gas and real estate partnerships,
thereby enabling Amtax to expand and control investments worth in excess of
$700,000,000. Amtax has raised significant start-up and growth capital for
various corporate clients and recently (in 1993) raised the necessary financing
to commence a partnership known as Interactive Television.

         Mr. Levine services on the Boards of Directors of such companies as the
Calzone Case Company, James Daniel Entertainment, Vanco Manufacturing, The John
Brown Company and Protective Alarms, Inc. and has serve as a consultant to the
executive committee of Radio City Music Hall Productions.

         LYTE, operating through its wholly owned Swiss subsidiary, and in
accordance with License Agreements (whereby it acquired exclusive field-of-use
worldwide rights to utilize certain proprietary information, patent rights and
technological know how) has developed and is currently commercializing a line of
mobile helium-filled lighting balloons providing high luminosity, non-dazzling
light with low energy consumption and designed to effectively lighten such
nighttime outdoor activities as search and rescue operations, construction
works, sporting events and festivities, as well as various kinds of nighttime
police operations.

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