8-K

 

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                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:   January 8, 1997
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                      VISTA TECHNOLOGIES INC.
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      (Exact name of registrant as specified in its charter)


       Nevada                    0-23142         13-3687830
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(State or other jurisdiction    (Commission    (I.R.S. Employer
    of incorporation             File No.)    Identification No.)
    or organization)


167 S. San Antonio Road, Suite 9, Los Altos, California    94022
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(Address of principal executive offices)               (Zip Code)



Registrant's telephone number, including area code: (415) 947-1750
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                       (Not Applicable)
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   (Former name or former address, if changed since last report)




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                          VISTA TECHNOLOGIES INC.


ITEM 5.     OTHER EVENTS

      On January 8, 1997, Vista Technologies Inc. (the "Company") issued a
press release announcing that the Company intends to raise additional equity
capital through a private placement of a new series of convertible preferred
stock.  A copy of the Company's press release dated January 8, 1997 is filed
as an exhibit to this Report and is incorporated herein by reference.


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.
 
(a)   EXHIBITS:




Exhibit 
Number      Description 
          
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99.2        Press Release dated January 8, 1997 issued by the Registrant. 




                                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.
 
Date:  January 14, 1997 


                        VISTA TECHNOLOGIES INC.
                             (Registrant)


                        By: /s/  Thomas A. Schultz
                            ----------------------------- 
                            Thomas A. Schultz, 
                               President and Chief Executive Officer 

EX-99.2

VISTA TECHNOLOGIES, INC.

FOR IMMEDIATE RELEASE

VISTA TECHNOLOGIES ANNOUNCES $10 MILLION PRIVATE OFFERING


      Los Altos, California - January 8, 1997.   Vista Technologies Inc.
(Bulletin Board: VIII) announced today that it intends, with the assistance of
a placement agent, and subject to market and other conditions, to raise up to
$10 million in a private placement of a new series of convertible preferred
stock to accredited individual and institutional investors pursuant to
Regulation D under the Securities Act of 1933, as amended.

      Vista Technologies develops and operates outpatient centers equipped
with advanced laser systems for use by ophthalmologists in the correction of
refractive vision disorders such as myopia (nearsightedness) and astigmatism. 
Net proceeds of the offering are planned to be used by Vista to help finance
its North American expansion of laser vision correction centers, and for
marketing and other working capital purposes.

The securities to be offered will not have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or applicable state
securities laws, at the time of the private placement and may not be offered
or sold in the United States absent registration under the Securities Act and
applicable state securities laws or available exemptions from registration.
The statements made in this press release contain certain forward looking
statements within the meaning of section 27a of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended, that involve a number
of risks and uncertainties, including the risk that the Company will be unable
to complete the proposed private placement.  Actual events or results may
differ from Vista's expectations.  In addition to the matters described in
this press release, risk factors listed from time to time in Vista's
Securities and Exchange Commission reports including, but not limited to,
Amendment No. 2 to its report on Form 10-KSB for the fiscal year ended March
31, 1996, Amendment No. 1 to its report on Form 10-QSB for the quarter ended
June 30, 1996, as well as Amendment No. 2 to its report on Form 10-QSB for the
quarter ended September 30, 1996, may affect the results achieved by Vista.


CONTACT:    Thomas A. Schultz, President & CEO
            800-249-3819