Uh-oh. Recent Reg-S deal:
To: Benoit Desrochers (1213 )
From: Ronald Ashkenazy
Tuesday, Mar 10 1998 10:04AM ET
Reply # of 1427
>>>>An 8K was filed Mar 6th. Does anyone here have access?<<<<<
IMAGING DIAGNOSTIC SYSTEMS INC /FL/ 8-K
Filing Date: 3/6/98
TYPE: 8-K
SEQUENCE: 1
DESCRIPTION: CURRENT REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 205449
---------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 6, 1998
IMAGING DIAGNOSTIC SYSTEMS, INC.
(Name of Small Business Issuer in its charter)
Florida 0-26028 22-2671269
------- ------- ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Indet. No.)
6531 NW 18th Court, Plantation, Florida 33313
---------------------------------------------
(Address of Principal Executive Offices and Zip code)
Registrant's Telephone number: (954) 581-9800
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On February 20, 1998, Imaging Diagnostic Systems, Inc. (the "Company") finalized a
private placement to foreign investors of 75 shares of its Series F Convertible Preferred
Stock ("the "Preferred Shares") at a purchase price of $10,000 per share. The offering was
conducted purursuant to Regulation S as
promulgated under the Securities Act of 1933, as amended ( the "Regulation S Sale");
The Preferred Shares pay a dividend of 6% per annum, payable in Common Stock at the
time of each conversion and are convertible, at any time, commencing May 15, 1998 and for
a period of two years thereafter, in whole or in part, without the payment of any additional
consideration. The number of fully paid and
nonassessable shares of common stock, no par value, of the Company to be issued upon
conversion will be determined by dividing (i) the sum of $10,000 plus any earned dividends
by (ii) the Conversion Price (determined as hereinafter provided) in effect at the time of
conversion. The "Conversion Price" is equal to seventy percent (70%) of the Average
Closing Price of the Corporation's
Common Stock for the five-day trading period ending on the day prior to the date of
conversion.
The shares underlying the Preferred Shares are entitle to demand registration rights under
certain conditions.
In connection with the Regulation S Sale, the Company paid an unaffiliated Investment
Banker an aggregate of $50,000 for placement and legal fees.
Net proceeds to the Company of $700,000 will be used for working capital and the
continuous research, development and testing of the Company's Computed Tomography
Laser Mammography (CTLM (TM)) device.
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 duly authorized.
Date: March 6, 1998 Imaging Diagnostic Systems, Inc.
--------------------------------
(Registrant)
By: /s/Allan L. Schwartz
--------------------
Allan L. Schwartz
Executive Vice President
Chief Financial Officer |
