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): September 18, 2000
VSOURCE, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-30326 95-3538903
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(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification Number)
5740 Ralston Street, Suite 110, Ventura, California 93003
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(Address of principal executive offices)
Registrant's telephone number, including area code: (805) 677-6720
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Item 5. OTHER EVENTS
In a two closing transaction completed September 18, 2000, Vsource,
Inc., a Nevada corporation ("Registrant" or the "Company"), sold 1,672,328
Series 2-A Convertible Preferred Shares for $10,719,623 in a Regulation D
private transaction. The shares are convertible to common shares at a one to
one ratio. The underlying common shares are to be registered within 120 days of
the final closing. The twenty-five (25) participating investors also received
145,550 warrants exercisable at $6.41 for five years. Ten institutional
investors participated, including Mercantile Capital Partners I, L.P., (an
affiliate of Mercantile Capital Group, LLC of Northbrook, IL), Oscar Investment
Fund (an affiliate of Oscar Capital Management, LLC of New York, NY), and MGN
Opportunity Group LLC of Seattle, WA.
Current holders of Series 1-A Convertible Preferred Shares, by
majority consent, agreed to amend the Series 1-A Certificate of Designation to
provide Series 2-A holders preference rights equal with those of Series 1-A.
As consideration to two companies for services rendered related to
The transaction, the Company also agreed to issue 51,975 warrants excisable at
$6.69, and 92,906 warrants exercisable at $6.41. Both are exercisable for a
five year period.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements and exhibits are filed as
part of this report:
(c) Exhibits in accordance with Item 601 of Regulation S-K:
Exhibit No. Description
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4.1 Certificate of Designation of Series 2-A Convertible
Preferred Stock
4.2 Amended Certificate of Designation of Series 1-A
Convertible Preferred Stock
4.3 Form of Common Stock Purchase Warrant
4.4 Form of Registration Rights Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
VSOURCE, INC.
Date: September 25, 2000 By: /s/ Robert C. McShirley
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Robert C. McShirley
President, Chief Executive Officer
and Chairman of the Board
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EXHIBIT INDEX
Exhibit No. Description Page No.
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4.1 Certificate of Designation of Series 2-A 6
Convertible Preferred Stock
4.2 Amended Certificate of Designation of Series 20
1-A Convertible Preferred Stock
4.3 Form of Common Stock Purchase Warrant 26
4.4 Form of Registration Rights Agreement 38
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