SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT ON FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 19, 1997
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FOUNTAIN OIL INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 0-9147 91-0881481
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1400 Broadfield Blvd., Suite 100, Houston, Texas 77084-5163
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 281-492-6992
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(Former name or former address, if changed since last report)
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On May 19, 1997, a holder (the "Holder") exercised 36,000 options
(the "Options") issued in August 1994, having an original expiration date of
August 16, 1999, and entitling the Holder to purchase shares of Registrant's
Common Stock at an exercise price of $1.50 per share. In connection with such
exercise of Options, Registrant issued and sold 36,000 shares of its Common
Stock, par value $0.10 per share (the "Option Shares").
The Option Shares were sold to the Holder of the Options. No
underwriters were involved in the transaction. Each of the Option Shares was
sold for One Dollar and Fifty Cents ($1.50) in cash consideration, and
Registrant received aggregate proceeds of $54,000 in connection with the
exercise of the Options.
In accordance with Rule 901 promulgated under the Securities Act of
1933, as amended (the "Act"), the offer and sale of the Option Shares were not
included within the terms "offer", "offer to sell", "sell", "sale" and "offer to
buy" as used in Section 5 of the Act. The Holder has represented and warranted
to and agreed with Registrant, among other things, that (A) Holder is not a U.S.
person; (B) Holder acquired the Option Shares for his own account and not for
the account or benefit of any other person, including without limitation any
U.S. Person; (C) the offer of the Option Shares to Holder was made outside the
United States; (D) Holder was outside the United States at the time the Options
were exercised; (E) Holder will not offer or resell or otherwise transfer any of
the Option Shares or any interest therein in the United States or to any U.S.
Person or to any person who would hold the Option Shares for the account or
benefit of a U.S. Person unless the Option Shares are registered under the
Securities Act or an exemption from such registration is available; and (F) in
connection with a sale of Option Shares in, on or through the facilities of a
designated offshore securities market, Holder will not make an offer to any
person in the United States, no transaction will be pre-arranged with a buyer in
the United States, and neither Holder nor any persons acting on behalf of Holder
shall engage in any directed selling efforts in the United States. The
certificates representing the Option Shares were delivered outside the United
States.
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SIGNATURES
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Pursuant to the requirement 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.
FOUNTAIN OIL INCORPORATED
Date: May 30, 1997 By: /s/Susan E. Palmer
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Susan E. Palmer
Corporate Secretary
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