UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 FOR 15(D)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Event Requiring Report: August 18, 1997
CYBERAMERICA CORPORATION
(Exact Name of Registrant as Specified on its Charter)
I-9418 87-0509512
(Commission File Number) (IRS Employer Identification Number)
NEVADA
(State or Other Jurisdiction of Incorporation or Organization)
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
(Address of Principal Executive Offices)
(801) 575-8073
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
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Reverse Split
The Board of Directors has authorized a 1-for-10 reverse split of the
Company's Common Stock. The record date for the reverse split is October 31,
1997. The reverse split will affect both the number of shares issued and
outstanding and the number of total authorized shares. All fractional shares
resulting from the reverse split will be rounded up to the nearest whole share.
The common stock constitutes the Company's only class of equity securities
currently outstanding.
Debenture
On September 16, 1997, the Company executed an Offshore Securities
Subscription Agreement with Legong Investments, N.V., a foreign entity with
principal offices at International Trade Center TMT26, Piscadera Bay, Curacao,
Netherlands Antilles, ("Legong"). According to the Agreement, Legong purchased a
$300,000 Convertible Debenture from the Company pursuant to an exemption from
federal registration provided under Regulation S promulgated under the Act. The
Debenture is convertible into shares of the Company's Common Stock at a
conversion price of 70% of the bid price for the Common Stock on the date of
conversion. The maturity date for the Debenture was September 16, 1997, at which
time the Debenture would have been convertible into 7,000,000 shares of Common
Stock, an amount equivalent to 50% of the Company's shares currently issued and
outstanding. The Company, executed an Agreement to Extend Maturity of Debenture
with Legong on October 16, 1997, which extended the maturity date of the
Debenture to December 16, 1997.
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
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On August 18, 1997, CyberAmerica Corporation, (the "Company") executed
a Rescission and Release Agreement, (the "Agreement") with East-West Trading
Corporation, a foreign corporation with principal offices at National Bank
Building, Memorial Square, Charleston, Nevis, West Indies (East-West). Pursuant
to the terms of the Agreement, East-West was issued 1,124,388 shares of the
Company's Common Stock, all of which were issued pursuant to an exemption under
Regulation S promulgated under the Securities Act of 1933, (the "Act").
The Company executed the Agreement with East-West to settle claims
potentially existing against the Company. East-West had previously paid the
Company $114,650 pursuant to a transaction that was later rescinded with the
payment still outstanding. The Company, therefore, issued 1,124,388 shares of
the Company's Common Stock pursuant to an exemption under Regulation S
promulgated under the Act to settle the debt to East-West. The shares were
valued at $0.10 per share.
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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.
Dated: October 27, 1997
CyberAmerica Corporation
By: /s/Richard D. Surber
Richard D. Surber, President
INDEX TO EXHIBITS
EXHIBIT PAGE DESCRIPTION
NO. NO.
MATERIAL CONTRACTS
10(i)(a) 4 Rescission and Release Agreement between the Company and
East Trading Corporation, dated August 18, 1997.
10(i) (b) 9 October 16, 1997, Agreement to Extend Maturity of
Debenture between the Company and Legong investments.