Document/Exhibit Description Pages Size
1: 8-K Form 8-K for the Period Ended June 1, 1998 5 23K
2: EX-7.1 Proxy From Cyber Depot, Inc. to Frank W. Denny 2 10K
3: EX-7.2 Proxy From Robert J. McNulty to Doug Hay 2 10K
4: EX-7.3 Proxy From Robert J. McNulty to Paul J. Hill 2 10K
5: EX-7.4 Proxy From Robert J. McNulty to Edward F. Bradley 2 10K
6: EX-7.5 Proxy From Robert J. McNulty to John Markley 2 10K
7: EX-10.20 Employment Agreement Between Co. & John Markley 7 19K
8: EX-10.21 Termination and Buyout Agreement 5 24K
9: EX-10.22 Consulting Agreement Between Co. & Cyber Depot 8 20K
10: EX-10.23 Consulting Agreement Between Co. & Stilden Co. 7 18K
11: EX-20.2 Letter of Resignation From Robert J. McNulty 2 10K
12: EX-99.1 Press Release Dated June 5, 1998 2 10K
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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 Act of 1934
Date of Report (Date of earliest event reported): June 1, 1998
SHOPPING.COM
(Exact name of registrant as specified in its charter)
CALIFORNIA 333-36215 33-0733679
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
2101 E. COAST HIGHWAY, GARDEN LEVEL
CORONA DEL MAR, CALIFORNIA 92625
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 640-4393
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
================================================================================
ITEM 5 OTHER EVENTS.
On June 1, 1998, the Board of Directors accepted the resignation of
Robert J. McNulty from his positions as President and Chief Executive Officer
and as a board member of Shopping.com (the "Company") for personal reasons.
(Resignation letter is attached as Exhibit 20.2). The Company has appointed John
Markley as Chief Executive Officer and President to replace Mr. McNulty and
assume such responsibilities effective immediately. (Employment Agreement dated
June 1, 1998 is attached as 10.20).
Mr. Markley has also been appointed to the board of directors to fill the
vacancy created by Mr. McNulty's resignation. Mr. Markley is currently the
founder of Allwoods Management Group providing management consulting to
businesses primarily in the areas of retailing and real estate. From 1989 until
present, Mr. Markley has served as the Chairman of the Board and Chief Executive
Officer of Pay N' Pak Home Centers, a regional chain of 102 Home Improvement
Centers with annual sales in excess of $498 million who filed for protection
under the Federal Bankruptcy Code (11USC) in 1991. Mr. Markley also held the
position of President and Chief Executive Officer of the W. R. Grace Western
Region Home Center Division, building and managing a regional chain of 94 Home
Improvement Centers operating in six Western States with annual sales in excess
of $450 million. Mr. Markley has over twenty five years experience in the retail
industry. From 1985-1989, Mr. Markley was the founder and managing broker for
six offices of Re/Max Realtors in Southern California with sales of $200 million
in residential and commercial real estate. Prior to this, Mr. Markley was
Executive Vice President & General Manager of Cashways Building Materials, a
chain of 12 Home Improvement stores with annual sales in excess of $100 million.
(Press Release dated June 5, 1998 is attached as 99.1).
Effective June 1, 1998, the Company entered into a Termination and
Buy-Out Agreement with Mr. McNulty terminating his Employment Agreement dated
May 1, 1997 whereby he will receive cash consideration, which is to be paid over
the next two years and options to purchase shares of the Company's common stock.
(Termination Agreement dated June 1, 1998 is attached as 10-21).
Effective June 1, 1998, the Company entered into a three year consulting
agreement with Cyber Depot, Inc., a California corporation whereby Cyber Depot's
principal, Mr. Robert McNulty, will act as a consultant to the Company providing
general services relating to the operation, promotion, strategic planning
marketing, geographic expansion and financing of the Company's business.
(Consulting Agreement dated June 1, 1998 is attached as 10.21).
Also effective June 1, 1998, Mr. McNulty granted irrevocable proxies,
expiring on the earlier of (i) June 1, 2000 or (ii) any time after June 1, 1999
if it is determined by the Board of Directors of the Company that the Agreement
is no longer in the best interest of the Company, to Douglas Hay a director and
Executive Vice President of the Company for 204,750 shares, Paul J. Hill, a
director of the Company, for 204,750 shares, Edward F. Bradley, a director of
the Company, for 204,750 shares and John Markley for 204,750 shares. Cyber
Depot, Inc., in which Mr. McNulty is a principal, has granted an irrevocable
proxy to Frank Denny the Chairman of the Board, for 250,000 shares expiring on
the earlier of (i) June 1, 2000 or (ii) any time after June 1, 1999 if it is
determined by the Board of Directors of the Corporation that the Agreement is no
longer in the best interest of the Company. The five proxies totaling 1,069,000
shares of common stock represent all of the issued and outstanding shares of
common stock in the Company owned and controlled by Mr. McNulty.
ITEM 7 EXHIBITS.
The following exhibits are filed as part of this report in accordance
with the provisions of Item 601 of Regulation S-B:
Exhibit Name of Exhibit
------- ---------------
7.1 Irrevocable Proxy dated June 1, 1998 from Cyber Depot, Inc. to Frank
W. Denny
7.2 Irrevocable Proxy dated June 1, 1998 from Robert J. McNulty to Doug
Hay
7.3 Irrevocable Proxy dated June 1, 1998 from Robert J. McNulty to Paul J.
Hill
7.4 Irrevocable Proxy dated June 1, 1998 from Robert J. McNulty to Edward
F. Bradley
7.5 Irrevocable Proxy dated June 1, 1998 from Robert J. McNulty to John
Markley
10.20 Employment Agreement between the Company, Shopping.com and John H.
Markley Dated June 1, 1998
10.21 Termination and Buy-Out Agreement between the Company, Shopping.com
and Robert J. McNulty Dated June 1, 1998.
10.22 Consulting Agreement between the Company, Shopping.com and Cyber
Depot, Inc. Dated June 1, 1998
10.23 Consulting Agreement between the Company, Shopping.com and Stilden
Co., Inc. Dated April 1, 1998
20.2 Letter of Resignation dated June 1, 1998 from Robert J. McNulty
99.3 Press Release Dated June 5, 1998
SIGNATURE
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.
SHOPPING.COM
Date: June 9, 1998 By: /s/ Kristine E. Webster
--------------------------------
Kristine E. Webster
Chief Financial Officer and Treasurer
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit Name of Exhibit
------- ---------------
7.1 Irrevocable Proxy dated June 1, 1998 from Cyber Depot, Inc. to Frank
W. Denny
7.2 Irrevocable Proxy dated June 1, 1998 from Robert J. McNulty to Doug
Hay
7.3 Irrevocable Proxy dated June 1, 1998 from Robert J. McNulty to Paul J.
Hill
7.4 Irrevocable Proxy dated June 1, 1998 from Robert J. McNulty to Edward
F. Bradley
7.5 Irrevocable Proxy dated June 1, 1998 from Robert J. McNulty to John
Markley
10.20 Employment Agreement between the Company, Shopping.com and John H.
Markley Dated June 1, 1998
10.21 Termination and Buy-Out Agreement between the Company, Shopping.com
and Robert J. McNulty Dated June 1, 1998.
10.22 Consulting Agreement between the Company, Shopping.com and Cyber
Depot, Inc. Dated June 1, 1998
10.23 Consulting Agreement between the Company, Shopping.com and Stilden
Co., Inc. Dated April 1, 1998
20.2 Letter of Resignation dated June 1, 1998 from Robert J. McNulty
99.1 Press Release dated June 5, 1998
Dates Referenced Herein and Documents Incorporated by Reference
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