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Shopping Com – ‘8-K’ for 3/31/98

As of:  Tuesday, 3/31/98   ·   For:  3/31/98   ·   Accession #:  1019687-98-90   ·   File #:  0-29518

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/31/98  Shopping Com                      8-K:5       3/31/98    4:11K                                    Publicease Inc/FA

Current Report   —   Form 8-K
Filing Table of Contents

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 


8-K   —   Other Events
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 5. Other Events
"Item 7. Exhibits
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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 -------------------------------------------------------------- (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
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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
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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 ---------------------------- 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
4/6/982SC 13G
Filed on / For Period End:3/31/9824
3/25/9823
3/24/9813
3/24/972
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Filing Submission 0001019687-98-000090   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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