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
November 15, 1996
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(Date of Report)
SOLV-EX CORPORATION
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(Exact Name of Registrant as specified in its charter)
New Mexico
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(State or other jurisdiction of incorporation)
0-9897 85-0283729
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(Commission File Number) (IRS Employer Identification Number)
500 Marquette N.W., Suite 300, Albuquerque, New Mexico 87102
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(Address of principal executive offices including zip code)
(505) 243-7701
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(Registrant's telephone number including area code)
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
The following information is provided pursuant to the requirements of Item
701 of Regulation S-K:
(a) SECURITIES SOLD. On November 15, 1996, Solv-Ex Corporation (the "Company")
completed the sale to non-U.S. investors of $13,000,000 of convertible
debentures (the "Debentures"), payable in full on November 30, 1998 unless
previously converted by the holders. Interest at 8% per annum is due and
payable quarterly in arrears.
(b) UNDERWRITERS AND OTHER PURCHASERS. The principal underwriters of the
Debentures were J.W. Charles Securities, Inc. and CIBC Wood Gundy
Securities Inc. The Debentures were offered only to persons who were "non-
U.S. Persons" as that term is defined in Regulation S.
(c) CONSIDERATION. The aggregate offering price was $13,000,000; the aggregate
underwriting discounts and commissions were $1,040,000. In addition, the
Company has agreed to issue as additional consideration, five-year warrants
to purchase 260,000 shares of the Company's common stock at $17.10 per
share (120% of the closing price on November 14, 1996). J.W. Charles
Securities, Inc., has the right to a single demand registration, and the
warrant holders have the right to unlimited "piggy-back" registration
rights.
(d) EXEMPTION FROM REGISTRATION CLAIMED. The transaction was not subject to
the registration requirements of Section 5 of the Securities Act of 1933
because of the applicability of Regulation S thereunder.
(e) TERMS OF CONVERSION OR EXERCISE. The Debentures are convertible into the
Company's common stock at the lesser of $14.50 per share or 82% of average
closing bid price of the Common Stock for the five (5) business days
immediately preceding the conversion date as reported by the National
Association of Securities Dealers Automate Quotation System ("NASDAQ").
The Debentures may be converted into shares of the Company's common stock
after 45 days from the date of issuance (as to one-third of the principal
amount), 90 days (as to two-thirds of the principal amount), and 105 days
(as to the entire principal amount). The $14.50 per share conversion price
was based upon approximately 120% of the market price at the time the terms
of the Debentures were agreed upon.
(f) CALL PROVISION. The Company is entitled, at its option, at
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any time after January 15, 1997, and unless previously converted, to redeem
any or all of this Debenture by paying to the holder 120% of the principal
amount of the Debenture being converted. If the market price of the Common
Stock on the date of conversion is greater than $14.50 per share, the
Company may not redeem any portion of this Debenture which is subject to a
notice from the holder of its intention to convert the Debentures.
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 thereunto duly authorized.
Date: November 26, 1996 SOLV-EX CORPORATION
(Registrant)
By /s/ Herbert M. Campbell, II
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Herbert M. Campbell, II
Senior Vice President
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