SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 19, 1998
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THERMACELL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in charter)
FLORIDA 0-21279 59-3223708
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5419 PROVOST DRIVE, HOLIDAY, FLORIDA 34690
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(Address of principal executive offices) (Zip Code)
Registrant's telephone Number, including area code (813) 938-3269
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N/A
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(Former name or former address, if changed since last report)
ITEM 9.
On February 19, 1998, THERMACELL TECHNOLOGIES, INC. (the "Company")
completed an offering of 1,500 shares of Series B Preferred Stock to Thomson
Kernaghan & Co., Ltd. pursuant to Regulation S. The principal placement agent
for the offering was London Select Enterprises, Ltd. The total offering price
for the Series B Preferred Stock was $1,500,000.00. This preferred issue has an
8% yield. Commissions of $180,000, totaling 12% of the offering price, were paid
to the placement agent. The Company claims exemption from registration for this
transaction based upon Regulation S because:
a. The Company is a Reporting Issuer as defined by Rule 902 of
Regulation S. The Company is in full compliance, to the extent applicable, with
all reporting obligations under either Section 13(a) or 15(d) of the Security
Exchange Act of 1934, as amended.
b. The Company has not offered the Series B Preferred Stock to any
person in the United States or any U.S. Person as that term is defined in
Regulation S.
c. At the time the buy order was received, the Company and/or its agents
reasonably believed that the purchasers in the offering were outside the United
States and were not U.S. Persons; and
d. The Company reasonably believes that the purchase of the Series B
Preferred Stock pursuant to the offering has not been prearranged with a
purchaser in the United States.
e. The Company nor any of its agents has engaged in any "Directed
Selling Efforts" (as that term is defined in Regulation S) nor has the Company
or any of its agents conducted general solicitation relating to the offering to
persons residing within the United States or U.S. Persons.
The Series B Preferred Shares are valued at $1,000.00 per share and if
converted, the Series B Preferred Shares shall be converted into such number of
common shares of the Company as is obtained by dividing the aggregate value of
the shares of Series B Preferred Shares being so converted by the "Average Stock
Price" per share of the conversion shares. The "Average Stock Price" means the
lower of: (i) 70% of the average closing bid prices of common shares for the
period of five consecutive trading days immediately preceding the date of
conversion of the Series B Preferred Shares; or (ii) 70% of the average daily
closing bid prices of common shares for the period of five consecutive trading
days immediately preceding the date of subscription by the holder. Any holder of
Series B Preferred Shares may at any time commencing 45 days after the issuance
of any Series B Preferred Shares converted to 25%, and after 60 days convert up
to an additional 25%, and after 75 days convert up to an additional 25%, and
after 90 days convert 100% of his holdings of Series B Preferred Shares.
The proceeds will be used for construction of a microsphere manufacturing
facility and general corporate purposes.
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.
Thermacell Technologies, Inc.
(Registrant)
By: /s/ Gerald Couture
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GERALD COUTURE
Chief Financial Officer
Date: February 19, 1998