SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
March 13, 1997 (February 28, 1997)
NOXSO Corporation
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(Exact Name of Registrant as Specified in its Charter)
Virginia
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(State or Other Jurisdiction of Incorporation)
0-17454 54-1118334
(Commission File Number) (I.R.S. Employer Identification No.)
2414 Lytle Road, Bethel Park, PA 15102
(Address of Principal Executive Offices) (Zip Code)
(412) 854-1200
(Registrant's Telephone Number, Including Area Code)
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On February 28, 1997, the Company sold an aggregate of $540,000 in face
amount of 6% Convertible Debentures (the "Debentures") to two accredited
investors that are corporations organized under the laws of Jersey, Channel
Islands, for an aggregate purchase price of $540,000. The Debentures accrue
interest at a rate of 6% per annum and mature on March 1, 1999. Principal and
interest on the Debentures are payable, at the option of the Company, in cash or
in shares of Common Stock of the Company ("Common Stock"), valued at (i) the
Market Price thereof, as defined below, in the case of interest, and (ii) the
conversion price on the date of payment of principal, as described below, in the
case of principal. The Debentures are convertible into Common Stock of the
Company commencing at any time on or after 60 days after the date of their
issuance. The conversion price is equal to the lesser of $15/16 per share (which
was the closing price of the Common Stock on the date of issuance of the
Debentures) or the Market Price on the date of conversion or payment of
principal multiplied by a percentage which is determined based on the date of
conversion or payment of principal and decreases on a sliding scale ranging from
75% if such date occurs more than 60 and not more than 90 days after the
original issue date of the Debentures) to 65% if such date occurs more than 180
days after such original issue date. The Market Price is the average of the
closing prices of the Common Stock on the five business days prior to the
conversion date or the date of payment of principal or interest.
2.
SIGNATURE
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.
NOXSO CORPORATION
(Registrant)
By /s/ Edwin J. Kilpela
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Edwin J. Kilpela, President
Dated: March 13, 1997
3.