SIMPLAYER COM LTD
6-K, 2000-04-25
PREPACKAGED SOFTWARE
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                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549





                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13A-16 OR 15D-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                          For the month of APRIL, 2000


                               SIMPLAYER.COM LTD.
                 -----------------------------------------------
                 (Translation of registrant's name into English)


                                  P.O. Box 295

                              Hatzor, Israel 10352
                    (Address of principal executive offices)



         Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

                    Form 20-F [X]                   Form  40-F  [ ]


         Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
                    Yes  [ ]                        No  [X]


         If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-__________.

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<PAGE>



         The attached PRESS RELEASE regarding results for the first quarter of
2000 was issued by the Company on April 18, 2000.













<PAGE>


                                   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, thereunto duly authorized.



                                            SIMPLAYER.COM LTD.
                                               (Registrant)


Date:  April 24, 2000                       By: /s/  Yoel Givol
       --------------                           ---------------
                                                Name:    Yoel Givol
                                                Title:   Chief Executive Officer



<PAGE>


                                  EXHIBIT INDEX



         Exhibit No.                    Description
         -----------                    -----------

            99.1.          Press release issued by the Company on April 18, 2000
                           regarding the results for the first quarter of 2000











                SIMPLAYER.COM REPORTS FIRST QUARTER 2000 RESULTS

Tel Aviv, April 18, 2000 - SimPlayer.com Ltd (Nasdaq/SCM: SMPL) developer of
immersive, interactive applications for the sports market, today reported its
financial results for the first quarter and three months ending March 31,2000.

The consolidated financial statements of SimPlayer.com Ltd. reported $8.4
million in cash and shareholders equity at March 31, 2000. The significant
increase in the Company's cash and equity position from yearend 1999 resulted
from the $6 million private placement that closed in February 2000.

For the three months ending March 31, 2000, SimPlayer.com Ltd. had a net loss of
$1.2 million or $0.16 per share, which was ahead of our budget expectations. No
revenues were posted for the period.

Operating expenses, primarily reflecting staff expenses, totaled $1.3 million
during the first three months of 2000 as compared to $266,000 in the prior year
period when the Company was in the initial stages of developing the SimPlayer
technology. During the first quarter of 2000, the Company ramped up its
engineering, research and development staff in association with its first
baseball application, which debuted on eSportsPlus.com in April. The Company
also hired additional business development staff to begin recruiting new
marketing partners.

During the three months ending March 31, 2000, other income of $105,000,
primarily from interest income, partially offset expenses. In the prior year
period, other income totaled $49,000, which reflects the Company's significantly
lower level of invested cash.

The weighted average number of shares outstanding at March 31, 2000 increased to
7,567,000 from 5,820,000 a year earlier due to the exercise of employee stock
options and the 1,202,500 shares issued for the $6 million private placement.
The actual number of shares outstanding at March 31,2000 was 9,026,772.

President, Chief Executive Officer Yoel Givol commented, "We are most gratified
with the progress SimPlayer.com has experienced in the first quarter of 2000. We
have added significantly to our capital, hired highly experienced personnel and
launched the first sports application of our proprietary technology. The
reception that we continue to receive for eSportsPlus.com is very positive. Our
ability to attract top quality technical, marketing, sales and executive staff
members, including our recently hired CFO, Paula Butler, has allowed us to
expedite the execution of our business plan including the launch of
eSportsPlus.com."

SimPlayer.com Ltd.expects to file in the coming week a F-3 Registration
Statement with the Securities and Exchange Commission to register 4,665,419
shares which may be sold from time to time. The shares include stock which was
issued by the Company in the private placement financing which closed in
February 2000, shares purchased by EVisionLLC.com from certain of the early
venture capital investors in the Company, and shares purchased by Givol &
Associates L.P. pursuant to the exercise of employee stock options. On April 18,
2000, the Company received confirmation from EVisionLLC.com and from Givol &
Associates L.P. that as of that date, neither entity had any current plans to
sell the shares being registered.

ABOUT SIMPLAYER.COM

In 1999, SimPlayer.com (Nasdaq/SCM: SMPL) began to develop a new business
surrounding its proprietary web-based technology - SimPlayer. This technology
can enable its users to instantly request and visualize information in dynamic
and stimulating ways. SimPlayer.com's first applications of this technology
involve sports on the Internet through a destination site, which is located at
eSportsPlus.com. For more information, visit http://www.simplayer.com.

STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT

Certain of the above statements are forward-looking statements, and as such
involve risks and uncertainties, many of which are beyond the Company's control.
These include, but are not limited to risks related to anticipated growth,
anticipated contributions of new staff members, performance, features and
effects of products and Web sites currently under development, potential
applications of the SimPlayer technology and timing of registration filings.
Many of such risks are detailed in the Company's filings with the SEC including
its Annual Report on Form 20-F, which can be viewed on the Company's Web site.
Actual results may differ materially from the Company's expectations.


                              CONTACT INFORMATION:

Alex Sutton                                                  Paula S. Butler
PAN Communications                                           SimPlayer.com, Inc.
978/474-1900                                                 781/743-2106
[email protected]                                          [email protected]





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