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): October 27,
1997
VIDEOLAN TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
Delaware 000-26302 611283466
(State or other (Commission File Number) (IRS Employer
jurisdiction or Identification
incorporation) No.)
11403 Bluegrass Parkway, Suite 400
Louisville, Kentucky 40299
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 502) 266-0099
Not Applicable
(Former name or former address
if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit 3.1, 4.1 -- Certificate of Incorporation,
incorporated by reference as an exhibit to the
Registration Statement on Form SB-2, as amended, filed
by the Company (File No. 32-93086).
Exhibit 3.2, 4.2 -- Certificate of Amendment to Certificate
of Incorporation, incorporated by reference as an
exhibit to the 1996 Annual Report on Form 10-KSB (File
No. 0-26302 ).
Exhibit 3.3, 4.3 -- Bylaws of the Company, incorporated by
reference as an exhibit to the Registration Statement
on Form 8-A dated January 29, 1997 (File No. 0-26302).
Exhibit 4.4 -- Form of 8% Convertible Debenture due December
31, 1998 (the "Debenture").
Item 9. Sale of Debentures Pursuant to Regulation S.
(a) Securities Sold. On October 27, 1997 the Registrant
issued a $200,000.00 8% Convertible Debenture due
December 31, 1998.
(b) Underwriters and Other Purchasers. The Registrant did
not engage an underwriter in connection the issuance of
the Debentures. The Debentures were purchased by non-U.S.
Persons (as such term is defined in Regulation S
("Regulation S") under the Securities Act of 1933, as
amended ("Securities Act")). The purchasers are
"accredited investors" as defined in Rule 501(a) in
Regulation D under the Securities Act.
(c) Consideration. The Registrant issued the Debenture for
cash consideration. The Registrant is obligated to pay
Michael Heitz a consulting fee in the aggregate amount
of $4,000.
(d) Exemption from Registration Claimed. The Debentures
were issued in accordance with the provisions of
Regulation S in an Offshore Transaction to a non-U.S.
Person.
(e) Terms of Conversion or Exercise.
The terms of the Debenture provide for interest on the
Debenture at the rate of Eight percent (8.0%) per year
payable until the Debenture has been converted.
Purchaser, at its option, may convert all the principal
amount of the Debenture, plus accrued interest,
provided the principal amount is at least $10,000, into
Common Stock at any time after November 8, 1997, at a
conversion price for each share of Common Stock equal
to eighty percent 80% of the Closing Bid Price (as that
term is defined below) for the five trading days
immediately preceding (i) the date of issuance of the
Debenture or (ii) the date of conversion of the
Debenture. The term "Closing Bid Price" shall mean the
closing bid price of the Company's Common Stock as
reported by NASDAQ (or, if not reported by NASDAQ, as
reported by such other exchange or market where
traded).
The discussion at this Item 701(e) is qualified in its
entirety by reference to the Debenture attached to this
Form 8-K as an exhibit.
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 thereunto duly authorized.
VIDEOLAN TECHNOLOGIES, INC.
By:/s/ Steven B. Rothenberg
Steven B. Rothenberg
Executive Vice President,
Treasurer And Chief Financial
Officer
Date: November 24, 1997