Document/Exhibit Description Pages Size
1: 8-K Other Events 4 15K
2: EX-20.1 Letter of Resignation 2 7K
3: EX-99.1 Press Release Dated March 25, 1998 2 8K
4: EX-99.2 Press Release Dated March 31, 1998 2 7K
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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): March 24, 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
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(Former name or former address, if changed since last report.)
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ITEM 5 OTHER EVENTS.
On March 24, 1998, the Securities and Exchange Commission (SEC) issued an
order suspending trading in the Company's securities for the period from 9:30
a.m. EST, March 24, 1998 through 11:59 p.m. EDT, on April 6, 1998, alleging that
there appears to be a "lack of current and accurate information concerning the
securities of Shopping.com because of recent market activity in the stock that
may have been the result of manipulative conduct." Ref. SEC Release File No.
500- 1. (Press Release dated March 25, 1998 is attached as Exhibit 99.1).
The Company is advised that the SEC has initiated a private inquiry to
determine whether violations of Section 17(a) of the Securities Act of 1933,
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder have occurred in connection with alleged false and misleading
statements concerning the alleged control and manipulation of the Company's
Common Stock. The SEC has not alleged any violations, but is investigating the
facts to determine whether violations, if any, have occurred. The Company is
fully cooperating with the SEC's inquiry.
On March 24, 1997, the Board of Directors accepted the resignation of
Bill Gross from his position as Chairman of the Board for personal reasons
unrelated to the recent SEC inquiry. (Resignation letter is attached as Exhibit
20.1). The Company's Chief Executive Officer, Robert J. McNulty, will replace
Mr. Gross and assume the responsibilities of Chairman effective immediately.
Frank W. Denny has been appointed Director of the Company to fill the
vacancy created by Mr. Gross' resignation. Mr. Denny is currently the founder
and president of Group InterCom, an international marketing company, and founder
and president of Cibolo Group, an international business consulting firm. Mr.
Denny has over thirty years of experience in specialty retail operations and
management, and has organized several ventures involving specialty retail
concepts. In 1983, Mr. Denny founded Builders Square, which he helped build into
a national franchise of 145 warehouse stores over six years. Prior to founding
Builders Square, Mr. Denny served as the President and CEO of W.R. Grace Home
Centers the first national chain of home centers. Mr. Denny also was the
Executive vice-president/General Manager of Angels Home Improvement Centers and
the President of Handy Dan, a public company which was later acquired by W.R.
Grace Home Centers. (Press Release dated March 31, 1998 is attached as 99.2).
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
20.1 Letter of Resignation dated March 24, 1998
99.1 Press Release dated March 25, 1998
99.2 Press Release dated March 31, 1998
2
EXHIBIT INDEX
EXHIBIT NUMBER NAME OF EXHIBIT
20.1 Letter of Resignation dated March 24, 1998
99.1 Press Release dated March 25, 1998
99.2 Press Release dated March 31, 1998
3
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: March 31, 1998 By: /s/ Kristine E. Webster
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Kristine E. Webster
Chief Financial Officer and Treasurer
(Principal Accounting Officer)
4
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
---|
This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
| | 4/6/98 | | 2 | | | | | SC 13G |
Filed on / For Period End: | | 3/31/98 | | 2 | | 4 |
| | 3/25/98 | | 2 | | 3 |
| | 3/24/98 | | 1 | | 3 |
| | 3/24/97 | | 2 |
| List all Filings |
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