SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
AMENDMENT NO.1
TO
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) June 28, 1996
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Eastco Industrial Safety Corp.
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(Exact name of registrant as specified in charter)
New York 0-8027 11-1874010
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
130 West 10th Street, Huntington Station, NY 11746
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 427-1802
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_____________________________________________________________________________
(Former name or former address, if changed since last report.)
Item 5. Other Events.
On June 28, 1996 the Company consummated a private placement
pursuant to which it issued 3,990,000 shares for total gross
proceeds to the Company of $598,500. Royce Investment Group, Inc.
(the "Placement Agent") acted as Placement Agent for this placement
pursuant to a letter of intent in which the Company is to file a
registration statement with the Securities and Exchange Commission
for a proposed standby rights offering.
Pursuant to the letter of intent the Company, subject to the
approval by the Company's shareholders of a one-for-ten reverse
split of its presently outstanding Common Stock, will effectuate a
rights offering ("Rights Offering") to its Common Stock holders.
The proposal for the reverse split is expected to be submitted to
the Company's shareholders within the next sixty (60) days. The
Rights Offering is intended to yield gross proceeds to the Company
of approximately $3,500,000 with the number of units (the "Public
Units") and the precise ratio of rights (the "Rights") to be
distributed is to depend in part upon the amount of Common stock
outstanding, the extent of the reverse stock split described above,
and the actual price per Public Unit. The price per Public Unit
will be set at approximately 70% of the average closing bid price
of the Company's Common Stock on NASDAQ for the ten (10) business
days preceding the Effective Date of the registration statement to
be filed with the Securities and Exchange Commission.
Upon the effectiveness of the Public Offering, the Company
will issue to each then holder of the Company's Common Stock (the
"Holders") certain non-transferrable rights to purchase Public
Units. Each Public Unit will consist of one share of Common Stock
and one redeemable Common Stock Redeemable Purchase Warrant (the
"Warrants"). Each Holder is presently expected to receive a
proportionate number of Rights. Each one Right will be to
purchase one Public Unit. The Warrants will be exercisable for a
period of three (3) years from the Effective Date at 125% of the
price at which the Public Units are to be offered to shareholders,
will be redeemable commencing eighteen (18) months after the
Effective Date at $.01 per Warrant on terms to be mutually agreed
upon by the Company and the Placement Agent and will contain
anti-dilution provisions.
The Company will enter into a Standby Agreement with Royce
Investment Group, Inc. ( "Royce") who will act as the standby
underwriter ready to purchase all of the Public Units which are not
subscribed for pursuant to the aforementioned Rights Offering (and
the Optional Units described below). In the event that the
unsubscribed Public Units to be purchased by Royce are less than
$1,500,000, certain additional optional units, herein referred to
as the Optional Units, will be registered for sale so that Royce
will have the option to purchase a minimum of $1,500,000 of Public
Units.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned thereunto duly authorized.
EASTCO INDUSTRIAL SAFETY CORP.
Date: September 19, 1996 By: /s/ ANTHONY P. TOWELL
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Anthony P. Towell - Secretary