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): October 31, 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 October 31, 1997, First South Africa Corp., Ltd. a Bermuda
corporation (the "Company"), consummated the private placement and sale of
15,000 Increasing Rate Senior Subordinated Convertible Debentures of the Company
due October 31, 2001 (the "Debentures"), at a purchase price of $1,000 per
Debenture, to two offshore investors including BT Global Credit Limited as the
lead investor (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. The Debentures are subject to the terms of
an Indenture dated October 29, 1997 by and between the Company and the American
Stock Transfer & Trust Company, as Trustee. Interest payable on the Debentures
is 4% per annum for the year ending October 31, 1998, 4.5% per annum for the two
years ending October 31, 2000, and 5% per annum for the year ending October 31,
2001, payable on a quarterly basis. In the event the Debentures shall not have
been redeemed or converted pursuant to the terms thereof and the Indenture prior
to the due date, the Company shall pay each registered holder of the Debentures
an additional amount equal to 22.25% of the principal amount of Debentures held
by each such registered holder.
The Debentures are convertible at any time (subject to prior
redemption) into shares of Common Stock at the initial conversion price of $9.50
per share of Common Stock, subject to adjustment in certain events. The
Debentures are redeemable after one year if the Company's Common Stock trades at
more than $14.25 per share (subject to adjustment in certain event) during an
agreed upon period of time (30 consecutive market days ending on the market day
prior to the date on which the notice of redemption is first given). The
redemption value of the debenture is 122.25% of the principal amount.
The Company has agreed to pay Bankers Trust Company ("BTC") a fee
equal to 4.5% of the total offering amount and to reimburse BTC for its
reasonable legal expenses with respect to such transaction up to an amount of
$50,000.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
Exhibit Number Description
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*4.1 Indenture dated October 29, 1997 executed by the
Company and American Stock Transfer and Trust
Company, as trustee.
*4.2 Form of Debenture (See Exhibit A of Indenture in
Exhibit 4.1).
*99.1 Press Release dated October 31, 1997.
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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: October 31, 1997 FIRST SOUTH AFRICA CORP., LTD
By: /s/ Clive Kabatznik
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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
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*4.1 Indenture dated October 29, 1997 executed by the
Company and the American Stock Transfer and Trust
Company, as Trustee.
*4.2 Form of Debenture (included as Exhibit A to
Exhibit 4.1).
*99.1 Press Release dated October 31, 1997.
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*Filed herewith.
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