<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) November 20, 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)
18 Reynolds Street, Norwalk, Connecticut 06855
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 203-854-1000
-----------------------------
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGISTRATION S
The following information is furnished in accordance with Item 701 of
Regulation S-B as to all equity securities of Moonlight International Corp.
(the "Company") sold by the Company 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 -
On or about May 20, 1997, the Company received the net proceeds of the
sale of debt obligations in the principal amount of Two Hundred Thousand
Dollars ($200,000). On or about November 20, 1997, the Company issued
700,000 shares of $.0001 par value common stock sold at $0.30 per share
in consideration of the cancellation of such indebtedness, including all
interest accrued thereon ($200,000 principal and $10,000 accrued
interest).
B. Name of the placement agent(s) is - None
C. Consideration received - Total gross consideration of Two Hundred Ten
Thousand Dollars ($210,000) was used to convert the indebtedness
described in Item 9.A. above into equity. The Company had received
$200,000 in accordance with the terms and conditions of a secured
promissory note and security agreement entered into on May 20, 1997,
which agreement also required interest payments at the rate of 10% per
annum. Subsequently, the aforesaid promissory note and security
agreement were canceled with the lenders entering into an Off-Shore
Securities Subscription Agreement on November 20, 1997 to purchase
700,000 shares at $.30 per share, which purchase price was equal to
the amount then due pursuant to the aforesaid loan documents and in
complete cancellation and full satisfaction of such loan obligations.
The Company, on November 20, 1997, instructed its transfer agent to
issue the underlying shares of common stock (700,000 shares) in
accordance with aforesaid Off-Shore Securities Subscription
Agreement.
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.
-2-
<PAGE>
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.
Date: December 4, 1997 By /s/ Werner Heim
-------------------- -----------------------------------
Werner Heim, President