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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: July 24, 1998
Commission File No.: 0-21255
IAS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter.)
Oregon 91-1063549
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization.) Identification No.)
185 - 10751 Shellbridge Way, Richmond, B.C., Canada V6X 2W8
(Address of principal executive offices.)
(604) 278-5996
(Registrant's telephone number, including area code.)
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
Set forth below is information regarding the issuance and sales of securities of
the Company without registration under the Securities Act occurring since July
25, 1997. None of the sales of securities described below involved the use of an
underwriter and no commissions were paid in connection with the sale of any such
securities.
On July 9, 1998, the Company sold 302,000 Units at a price of $1.75 per unit
("the Units"). Each Unit consists of one share ("Share") of Class A common
stock of the Company and one warrant to purchase an additional share of common
stock at $1.75 in the first year after issuance and $2.25 in the second year
("Warrant"). The Shares, the Warrants, and the shares of common stock to be
issued upon exercise of the Warrants constitute the "Securities." The issuance
of these Securities was exempt under Regulation S and Section 5 of the
Securities Act because no offers or sales of the Units occurred within the
United States.
Each purchaser of the securities described above has represented to the
registrant that such purchaser understands that the securities acquired may not
be sold or otherwise transferred absent registration under the Securities Act or
the availability of an exemption from the registration requirements of the
Securities Act, and each certificate evidencing the securities owned by each
purchaser bears or will bear a legend to that effect.
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Signatures
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In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DATED: July 16, 1998 IAS COMMUNICATIONS, INC.
BY: /s/ John G. Robertson
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JOHN G. ROBERTSON, President
(Principal Executive Officer)
BY: /s/ Jennifer Lorette
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JENNIFER LORETTE, Chief
Financial Officer
(Principal Financial Officer)
