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) AUGUST 1, 1997
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D-VINE, LTD.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
DELAWARE 22-2732163
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
712 FIFTH AVENUE, 7TH FLOOR, NEW YORK, NEW YORK 10019
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(Address of Principal Executive Offices) (Zip Code)
(212) 582-3400
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(Registrant's Telephone Number, Including Area Code)
1330 Avenue of the Americas, 36th Floor, New York, New York 10019
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(Former Name or Former Address, If Changed since Last Report.)
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATIONS.
On August 1, 1997, D-Vine, Ltd. (the "Registrant") sold a warrant to
purchase 1,000,000 shares of its common stock, $.01 par value, for $50,000 to
Ocean Strategic Holding Limited, a Guernsey corporation, pursuant to Regulation
S promulgated under the Securities Act of 1933, as amended. The terms of the
warrant provide that the warrant can be exercised in whole or in part, at any
time after August 1, 1998 until August 1, 2001. The exercise price per share is
$.01.
The warrants contain anti-dilution provisions in the event of any
reclassification, capital reorganization, stock dividend, or in the case of any
consolidation or merger of the Registrant with another company. However, the
holder of the warrants is not entitled to exercise the warrants, if after
effecting the exercise, the number of shares of common stock owned by the holder
would exceed 9.9% of the outstanding shares of the common stock of the
Registrant.
The Registrant has reserved for issuance 1,000,000 shares of common stock
pending the conversion of the warrants.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following Exhibits are included in this Current Report on Form 8-K:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
4 Instruments Determining the Rights of Security Holders,
Including Indentures.
Warrant to Purchase Common Stock
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 hereunto duly authorized.
D-VINE, LTD.
(Registrant)
Date: March 15, 1999 By:/s/ Edward J. Tobin
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Edward J. Tobin, President
(Chief Executive Officer, Financial
and Accounting Officer)