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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 9, 1999
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THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0-11656 22-1807533
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(State or other jurisdiction (Commission File Number) (I.R.S. EIN)
of incorporation)
Two Nationwide Plaza, Suite 760, Columbus, Ohio 43215
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 221-6000
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NO CHANGE
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(Former name or former address, if changed since last report)
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ITEM 9. RECENT SALES OF UNREGISTERED SECURITIES.
(a) Date: April 9, 1999.
Title: Series 2 Bonds - Bond No. 003
Amount
Sold: One (1) bond in the amount of Four Hundred Thousand Swiss
Francs (CHF 400,000.00).
(b) No underwriter. The bonds were sold to European investors.
(c) The total offering price for the bond was Four Hundred Thousand
Swiss Francs (CHF 400,000.00) with no underwriting discounts or
commissions. The bond is convertible into common stock at a price of
CHF 3.7037 per share of common stock with no underwriting discounts
or commissions. The bond is Bond No. 003 of the Series 2 Bonds. All
Series 2 Bonds have now been sold.
(d) The exemption relied upon is Regulation S. The bond was sold in an
offshore transaction to European investors and was issued in the
name of a Swiss bank. Therefore, the transaction complied with the
requirement that the offer not be made to a U.S. person and that the
buy order be originated when the purchaser is outside of the United
States. Additionally, no directed selling efforts were engaged in,
since no activities with the potential to condition the United
States' market for the sale of the securities were conducted.
Furthermore, the sales qualify for Regulation S's second safe
harbor, as the issuer is a reporting issuer and has met all the
offering restrictions imposed by the safe harbor. Namely, the
certificate is properly legended as required by Regulation S (see
Section 1.5 of the bond attached hereto as an exhibit) and inform
the holder of the transactional requirements imposed during the
restricted period. Additionally, as is set forth in section (e)
below, certain conditions were imposed upon the exercise of the
bond, as required by section 902(m) of Regulation S.
(e) The bond provides that the registered owner may, from time to time
prior to December 7, 2003, convert the principal of the bond into
fully paid and nonassessable shares of Common Stock of The
Wendt-Bristol Health Services Corporation at a price of CHF 3.7037
per share, provided that each exercise can be in an amount of no
less than One Hundred Thousand Swiss Francs (CHF 100,000.00) and
subject to adjustment upon the happening of certain events.
Additionally, the registered owner must provide written
certification that the purchaser is not a "U.S. person" as defined
in section 902(k) of Regulation S and that the conversion rights are
not being exercised on behalf of a "U.S. person." In the
alternative, the written opinion of counsel to the effect that the
bond and underlying securities are exempt from registration or have
been registered may be provided. The Registrant will not register
any transfer of the common stock not made in accordance with the
provisions of Regulation S.
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SIGNATURE
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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.
THE WENDT-BRISTOL HEALTH
SERVICES CORPORATION
Dated: April 20, 1999 By: /s/ Sheldon A. Gold
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Sheldon A. Gold, President
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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THE WENDT-BRISTOL HEALTH
SERVICES CORPORATION
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EXHIBITS
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EXHIBIT INDEX
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EXHIBIT PAGE NO.
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1 Series 2 Bond dated April 9, 1999, by and 6
between The Wendt-Bristol Health Services
Corporation and Banca Del Sempione,
or registered assigns
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