SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
Current report (date of earliest event reported.....October 28, 1996)
KINETIKS.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27418 76-0478045
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
700 Rockmead Drive
Suite 240
Kingwood, Texas 77339
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 281-529-4600
<PAGE>
Item 5. Other Events.
(1) On October 25, 1996, the Nasdaq Small Cap Market determined to remove the
registrant's common stock from listing and registration thereon effective
October 28, 1996.
(2) Mr. Sam Humphreys, a member of the registrant's Board of Directors
submitted his resignation due to a potential conflict of interest because
of his affiliation with a merchant banking firm with whom the registrant
has entered into as asset-based financing arrangement.
(3) See attached copy of press release on both matters.
Item 7. Financial Statements and Exhibits
(a) Exhibits
The following exhibit is filed herewith:
99 -- News Release.
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 hereunto duly authorized.
Date: November 11, 1996
KINETIKS.COM, INC.
By: /s/ GREGORY S. CARR
President and Chief
Executive Officer
FOR IMMEDIATE RELEASE NEWS
October 28, 1996 Nasdaq-KNET
KINETIKS.COM, INC., ANNOUNCES NASDAQ SMALL CAP MARKET DE-LISTING, CORPORATE
RESTRUCTURING, AND DIRECTOR RESIGNATION RELATED TO NEAR TERM FINANCING
HOUSTON, Texas - Kinetiks.com, Inc. today announced that its common stock will
be removed from trading on The Nasdaq Small Cap Market effective October 28,
1996 because the Company has not maintained the required minimum dollar levels
of $2,000,000 in total assets and $1,000,000 in capital and surplus. Company
President Greg Carr stated, "this resulted because of the cumulative losses the
Company has incurred while building its leading position as the premiere site on
the World Wide Web in the multi-billion dollar market for recreational
water-related businesses and enthusiasts."
The Company also announced that it sent a letter of cancellation to the
NYSE-member investment banking company which it had previously retained as
placement agent for the sale of the Company's capital stock. It is the view of
management that a successful closing of that placement would not be completed in
the near term.
The Company is currently in various stages of discussions with potential
strategic partners and financial investors with a view to acquiring additional
financing for the Company in the near to mid-term.
The Company has entered into an asset-based financing arrangement of up to
$200,000 with a Houston-based merchant banking firm and is also exploring a
broader financial relationship with that firm. In order to avoid potential
conflicts of interest and to allow the Company to maximize it's near term
financing alternatives, Mr. Sam Humphreys, who is affiliated with that merchant
banking firm, has submitted his resignation as a member of the Board of
Directors of the Company.
The Company is in the process of implementing a restructuring plan which has as
its financial target the reduction of monthly expenses to more closely
approximate the projected monthly cash flow generated by collection of current
amounts due on existing contracts, scheduled payments due upon reduction of
existing backlog, and projections of cash flow from potential new contracts.
Management of the Company believes that if it is successful in obtaining
additional short term financing, it can implement this restructuring without
material impairment of production capabilities or levels of customer support or
sales. However, the Company cannot guarantee it will be able to obtain
additional financing or meet it's projected cash flow. In addition, the Company
is beginning new sales and marketing relationships with three of it's magazine
partners that will leverage the publishers sales forces to produce joint revenue
streams. Magazine sales personnel will sell web services to their existing
clients utilizing the Company's web site production expertise.
Kinetiks.com, Inc. is a website and content developer for the World Wide Web.
The Company provides web services to over 500 marine industry businesses through
the leading super-site, Internet Waterway (TM), dedicated to the $54 billion
recreational water sports industry. The Company has agreements to produce
electronic editions of the leading industry magazines, marine industry retailer
sites on the World Wide Web, as well as exclusive endorsements from top industry
associations.
Contact: James Waldrop, 713-359-7638
