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
February 20, 1998
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Date of Report (Date of earliest event reported)
FIELDS AIRCRAFT SPARES, INC.
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(Exact name of Registrant as specified in its charter)
Utah 0-27100 95-4218263
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
Incorporation) No.)
2251-A Ward Avenue
Simi Valley, CA 93005
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(Address of principal executive offices)
(Zip Code)
(805) 583-0080
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(Registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 4.1 First Supplemental Indenture, dated as of
February 20, 1998, to Indenture for the 8.5%
Subordinated Redeemable Debentures Due 2000,
dated as of September 30, 1997, between the
Company and Etablissement Pour le Placement
Prive, as Trustee.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
As of February 20, 1998, Fields Aircraft Spares, Inc. (the "Company"),
received and accepted subscription agreements for the sale of 26,333 units (the
"Units"), representing 210,664 common shares of the Company, par value $.05 per
share (the "Common Shares"), and 52,666 warrants to acquire 52,666 Common Shares
at $13.00 per share (the "Warrants"), for approximately $2.05 million. The Units
were sold to accredited non-U.S. persons in reliance on Regulation S. The
Warrants are exercisable at any time prior to February 20, 2000.
Etablissement Pour le Placement Prive, Zurich Switzerland ("EPP"),
acted as the Company's placement agent in connection with the offering and
received a commission of 9% of the sale price of the Units sold. EPP also
received a corporate development fee of approximately $61,620, which is based on
the number of Units sold.
As of February 20, 1998, the Company also entered into a First
Supplemental Indenture (the "Supplement") to the Indenture, dated as of
September 30, 1997 (the "Indenture"), between the Company and EPP, as Trustee,
relating to the Company's 8.5% Subordinated Redeemable Debentures Due 2000 (the
"Debentures"). The Supplement provides that, solely at the holder's option, (a)
from February 20, 1998 to June 30, 1998, 20% of each holder's original principal
amount of Debentures may be converted into Common Shares at a conversion price
of $9.75 per Common Share; (b) from February 20, 1998 to September 30, 1998, an
additional 20% of each holder's original principal amount of Debentures may be
converted into Common Shares at a conversion price of $11.00 per Common Share;
and (c) from February 20, 1998 to December 31, 1998, an additional 20% of each
holder's original principal amount of Debentures may be converted into Common
Shares at a conversion price of $13.00 per Common Share.
These additional conversion amounts are in addition to the Mandatory
Conversion described in the Indenture and reported in the Company's November 13,
1997 Form 8-K. Pursuant to the Indenture, an additional 10% of the original
principal amount of Debentures may be converted, at the option of the holders,
prior to September 27, 2000.
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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 hereunto duly authorized.
FIELDS AIRCRAFT SPARES, INC.
Date: March 6, 1998. By /s/ Alan M. Fields
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Alan M. Fields, President
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