U.S. 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: July 11, 1997
Commission File No.: 0-23920
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IAS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter.)
OREGON 91-1063549
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization.)
185 - 10751 SHELLBRIDGE WAY, RICHMOND, B.C., CANADA V6X 2W8
(Address of principal executive offices.)
(604) 278-5996
(Registrant's telephone number, including area code.)
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
Set forth below is information regarding the issuance and sales of securities of
the Company without registration under the Securities Act since October 18,
1996. None of the sales of securities described below involved the use of an
underwriter and no commissions were paid in connection with the sale of any
security.
During the period from October 18, 1996 to June 15, 1997, the Company sold
130,000 shares of Common Stock at a price of $2.25 per share. The issuance of
these shares was exempt under Regulation S and Section 5 of the Securities Act
because no offers or sales of these shares occurred within the United States.
In addition, during the period from October 18, 1996 to June 15, 1997, the
Company sold 99,000 shares of Common Stock at a price of $2.25 per share. The
issuance of these shares was exempt under Rule 505 of Regulation D and Section
4(2) of the Securities Act because they were sold to accredited investors.
Each of the foregoing transactions was exempt from registration under the
Securities Act by virtue of the provisions of Section 4(2) and/or 3(b) or, in
the case of sales under Regulation S, by virtue of the provisions of Section 5
thereof. Each purchaser of the securities described above has represented to
the registrant that such purchaser understands that the securities acquired may
not be sold or otherwise transferred absent registration under the Securities
Act or the availability of an exemption from the registration requirements of
the Securities Act, and each certificate evidencing the securities owned by each
purchaser bears or will bear a legend to that effect.
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SIGNATURES
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In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DATED: ________________ IAS COMMUNICATIONS, INC.
BY: /s/ John G. Robertson
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JOHN G. ROBINSON, President
(Principal Executive Officer)
BY: /s/ Jennifer Lorette
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JENNIFER LORETTE, Chief Financial
Officer (Principal Financial
Officer)
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