Document/Exhibit Description Pages Size
1: 8-K Form 8-K Dated September 27, 2000 5 22K
2: EX-4.39 Certificate of Designations - September 22, 2000 14 63K
3: EX-4.40 Securities Purchase Agreement - September 27,2000 20 117K
4: EX-4.41 Registration Rights Agreement - September 27, 2000 16 83K
5: EX-4.42 Form of A Warrant 18 73K
6: EX-4.43 Form of B Warrant 17 73K
UNITED STATES
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 (Date of Earliest Event Reported): September 27, 2000
ADATOM.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22947 43-1771999
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
920 Hillview Court, Suite 160
Milpitas, California 95035
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 935-7979
N/A
(Former Name or Former Address if Changed Since Last Report)
Item 5. Other Events.
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On September 27, 2000, the registrant issued to private investors 1,200
shares of its Series B Convertible Preferred Stock pursuant to certain
documentation attached as exhibits to this Report. The gross purchase price of
the Preferred Stock was $1,200,000. The proceeds of this capital have been
completely committed. The registrant also issued to investors warrants to
purchase 272,725 common shares at an exercise price of $.89375 per share and
warrants to purchase 272,725 common shares at an exercise price of $.825 per
share and issued to the placement agent in the transaction a warrant to purchase
54,545 common shares at an exercise price of $.825 per share. The warrants
expire on September 27, 2005.
As noted below, prior to the closing of this investment, in August and
September several officers and directors of the Company entered into financing
transactions with the Company, in most cases for the purpose of providing the
Company with working capital.
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AFFILIATE NATURE OF TRANSACTION
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Richard S. Barton Loan of $15,085.92 to Company authorized by Board of Directors on
Chairman and Chief Executive September 21, 2000 and funded on September 8, 2000
Officer
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Loan of $20,000 to Company authorized by Board of Directors on
September 21, 2000 and funded on September 15, 2000
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Loan of $4,719.23 to Company authorized by Board of Directors on
September 21, 2000 and funded on September 21, 2000
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David Cannon Board resolutions of September 1, 2000 authorizing issuance of Vice
President Information 100,000 shares of common stock to David Cannon in
Technology repayment of amounts owed to WebMediaMasters, a company owned by
and Web Design Mr. Cannon. These shares have not yet been issued.
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Ralph K. Frasier Issuance of 105,504 common shares to Ralph K. Frasier for
Director $100,000 at a 15% discount to market price, authorized by Board
of Directors on September 8, 2000, along with piggyback
registration rights. These shares have not yet been issued.
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Sridhar Jagannathan Loan of $8,710.02 to Company authorized by Board of
Chief Technology Officer Directors on August 31, 2000 and funded on August 15, 2000
Executive Vice President and
Secretary
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Warrant for 300,000 common shares, exercisable from August 31,
2003 to August 31, 2006 with piggyback registration rights.
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Warrant for 200,000 common shares, exercisable from August 31,
2005 to August 31, 2008 with piggyback registration rights.
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Statements in this report that are not statements or descriptions of
historical facts are forward-looking statements that are subject to risks and
uncertainties. Words such as "expect," "intends," "believes," "plans,"
"anticipates" and "likely" also identify forward-looking statements. All
forward-looking statements are based on current facts and analyses. Actual
results may differ materially from those currently anticipated due to a number
of factors including, but not limited to, history of operating losses,
anticipated future losses, competition, future capital needs, the need for
market acceptance, dependence upon third parties, disruption of vital
infrastructure and intellectual property rights, government regulation; various
risks relating to operating in China, including: various new and unfamiliar
regulatory requirements; the risks of being subject to a different legal system
in which prior court decisions may not have as much precedential value as in
common law countries; the risk of inadequate or inconsistent enforcement of
intellectual property rights; issues relating to currency exchange; fluctuations
in exchange rates and restrictions on repatriation of currency; the risks
associated with doing business in a country with a more
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volatile economy; the effects of possible political and economic changes and
disruptions; establishment of and change in government policies and regulations
regarding the use of the internet, including taxation, censorship and personal
privacy issues; tariffs and other barriers; difficulties in staffing and
managing foreign operations; and other risks. All forward-looking statements are
made pursuant to the Private Securities Litigation Reform Act of 1995.
Additional information on factors that may affect the business and financial
results of the Company can be found in filings of the Company with the
Securities and Exchange Commission, including but not limited to the Company's
Quarterly Report on Form 10-QSB for the Quarter Ended June 30, 2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits. The exhibits to this Report are incorporated by
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reference to the Exhibit Index appearing on page E-1 hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: October 3, 2000
ADATOM.COM, INC.
By:/s/RICHARD S. BARTON
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Richard S. Barton
Chairman and Chief Executive Officer
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Exhibit Index
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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Exhibit
Number Description
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4.39 Certificate of Designations relating to Series B
Convertible Preferred Stock, as filed with Delaware
Secretary of State on September 22, 2000
4.40 Securities Purchase Agreement relating to Series B Convertible
Preferred Stock, dated September 27, 2000
4.41 Registration Rights Agreement relating to Series B Convertible
Preferred Stock, dated September 27, 2000
4.42 Form of A Warrant issued to purchasers of Series B Convertible
Preferred Stock on September 27, 2000
4.43 Form of B Warrant issued to purchasers of Series B Convertible
Preferred Stock and to Astor Capital, Inc. on September 27, 2000
Page E-1
Dates Referenced Herein and Documents Incorporated by Reference
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