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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 Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 11, 2000
FIDELITY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Nevada 000-29182 11-3292094
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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80-02 Kew Gardens Road, Kew Gardens, NY 11415
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): 718/520-6500
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PART II. OTHER INFORMATION
ITEM 5. OTHER EVENTS.
On December 11, 2000, we issued to M&K Equities, Ltd., a New York
corporation which is an affiliate of Jeffrey Weiner, a member of our board of
directors ("M&K"), a certain senior subordinated secured promissory note in the
principal amount of $2,000,000 (the "Note") in consideration of a $2,000,000
loan from M&K (the "Loan"). The Note is due on December 11, 2002 (the "Maturity
Date") at a rate per annum of ten percent (10%). Interest under the Note is
payable in monthly installments with all outstanding principal and interest due
on the Maturity Date. In order to induce M&K to make the Loan, we also agreed to
grant a lien on and security interest in all of our assets, other than our
technology assets, as collateral security for the due payment and performance of
all indebtedness, liabilities and obligations under the Note, which collateral
is set forth in a security agreement, subject to prior senior liens (the
"Security Agreement"). Mr. Weiner also received options under the 1999 Employee
Stock Option Plan to purchase 250,000 shares of Common Stock at an exercise
price of $0.47.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.80 Senior Secured Promissory Note due December 11, 2002
dated December 11, 2000.
10.81 Security And Pledge Agreement dated December 11, 2000
between Fidelity Holdings, Inc. and M&K Equities,
Ltd.
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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.
FIDELITY HOLDINGS, INC.
(Registrant)
/s/ Bruce Bendell
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Bruce Bendell, Chief Executive Officer
Dated: December 20, 2000
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