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): August 28, 1997
FIRST SOUTH AFRICA CORP., LTD.
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(Exact Name of Registrant as Specified in Charter)
BERMUDA 0-27494 N/A
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
Clarendon House, Church Street, Hamilton HM CX, Bermuda
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (441) 295-1422
Not Applicable
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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 August 28, 1997, First South Africa Corp., Ltd. a Bermuda
corporation (the "Company"), consummated the sale of 4,825 9% Senior
Subordinated Convertible Debentures due June 15, 2004 of the Company (the
"Debentures") at a purchase price of $1,000 per Debenture to nine foreign
investors (the "Offering) pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, (the "Act") under
Regulation S promulgated thereunder. Also on August 28, 1997, the Company
consummated the sale of 2,175 Debentures at a purchase price of $1,000 per
Debenture to ten accredited investors pursuant to an exemption from the
registration requirements of the Act under Section 4(2) thereof and Regulation D
promulgated thereunder (such aggregate sales being part of a private placement
of 10,000 Debentures commenced in April 1997, which Debentures are subject to
the terms of an Indenture dated April 25, 1997 by and between the Company and
the American Stock Transfer & Trust Company, as Trustee). Of such 10,000
Debentures, 3,000 were sold to accredited investors pursuant to Section 4(2) of
the Act and Regulation D in April and May 1997. On August 13, 1997, the Company
filed a Registration Statement on Form S-1 (No. 333-33561) with respect to the
registration of the Debentures, the shares of Common Stock, par value $.01 per
share ("Common Stock"), underlying the Debentures, and certain other securities
which are described in such Registration Statement.
The Debentures are convertible at any time (subject to prior
redemption) into shares of Common Stock at the initial conversion price of $6.00
per share of Common Stock, subject to adjustment in certain events.
The Company offered and sold the Debentures through Value
Investing Partners, Inc. (the "Placement Agent") 4,825 of which were sold in an
offshore transaction only to non-U.S. persons as required by Regulation S, and
5,175 of which were sold to U.S. investors who are accredited investors as
defined in Regulation D of the Securities Act of 1933, as amended. For its
services as Placement Agent, the Company (i) paid to the Placement Agent a fee
in an amount equal to 7% of the gross proceeds of the sale of the Debentures,
(ii) agreed to issue to the Placement Agent a ten-year warrant to purchase
135,000 shares of Common Stock exercisable at the price of $6.00 per share,
subject to adjustments in certain events, and (iii) paid the Placement Agent a
non-accountable expense allowance of $60,000.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
EXHIBIT NUMBER DESCRIPTION
*4.1 Form of Indenture dated April 25, 1997 executed by
the Company and America Stock Transfer and Trust
Company, as trustee.
*4.2 Form of Debenture.
*4.3 Form of Placement Warrant
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* Filed herewith
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SIGNATURES
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.
Dated: September , 1997 FIRST SOUTH AFRICA CORP., LTD
By:________________________________
Name: Clive Kabatznik
Title: President
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Commission File No. 0-27494
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
to
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FIRST SOUTH AFRICA CORP., LTD.
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EXHIBIT
NUMBER DOCUMENT PAGE NUMBER
*4.1 Form of Indenture dated April 25,
1997, executed by the Company and
the American Stock Transfer and
Trust Company, as Trustee
*4.2 Form of Debenture
*4.3 Form of Placement Warrant
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* Filed herewith.
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