UNITED STATES 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 (Date of earliest event reported): February 28, 1997
-----------------
FREMONT CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-8128 76-0402886
- --------------------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
9454 Wilshire Boulevard, 6th Floor, Beverly Hills, California 90212
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are code: (310) 358-1006
--------------
Not applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Total sequentially numbered pages in this document: 3.
1
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
On March 19, 1996, Fremont Corporation, a Delaware corporation (the
"Company"), completed the sale of 166,000 units to Sangate Enterprises, Inc.
("Sangate") at a price of $3.00 per unit, representing gross proceeds of
$498,000. Each unit consisted of one share of common stock and one warrant to
purchase one share of common stock at a price of $3.00 per share exercisable
through February 28, 1998.
On August 7, 1996, Sangate exercised 5,000 common stock purchase warrants,
resulting in the issuance of 5,000 shares of common stock, which represented
gross proceeds of $15,000. In conjunction with this exercise, an additional
7,500 warrants were issued to Sangate.
On February 28, 1997, Sangate exercised 10,000 common stock purchase
warrants, resulting in the issuance of 10,000 shares of common stock, which
represented gross proceeds of $30,000.
Millennium Capital Partners, Ltd., Beverly Hills, California, received a 10%
fee in conjunction with the aforementioned transactions.
These securities were issued pursuant to Regulation S of the Securities Act
of 1933, in reliance on the purchaser's representations and warranties to the
Company, including the following: (1) the purchaser was not a U.S. person and
was not acquiring the securities on behalf of a U.S. person; (2) the offer and
sale of the securities was made in an offshore transaction and, at the time the
purchase documents were executed, the purchaser was outside the United States;
and (3) the purchaser acquired the securities for its own account and for
investment purposes and not with a view towards distribution.
2
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.
FREMONT CORPORATION
-------------------
(Registrant)
/s/ ROBERT N. WEINGARTEN
Date: March 11, 1997 By: ------------------------
Robert N. Weingarten
Chief Financial Officer
3