<PAGE>
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):
APRIL 22, 1997
ONEWAVE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-20789 04-3249618
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number Identification No.)
ONE ARSENAL MARKETPLACE, WATERTOWN, MASSACHUSETTS 02172
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(617) 923-6500
<PAGE>
ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT.
(B) INFORMATION REQUIRED BY ITEM 403(C) OF REGULATION S-K.
On April 22, 1997, Avix Ventures, L.P. (the "Buyer") and the persons
identified in paragraph (6) below (the "Selling Shareholders") entered into an
agreement (the "Agreement") under which the Buyer agreed to purchase 7,748,871
shares of Common Stock, $ .001 par value per share ("Stock"), of the Registrant
held by the Selling Shareholders. The information contained herein is provided
by the Registrant in reliance solely on the Schedule 13D dated May 2, 1997 filed
by the Selling Shareholders with the Securities and Exchange Commission, and
reflects the Registrant's interpretation of the Agreement.
(1) NAME OF PERSON ACQUIRING SHARES: The person acquiring control is Avix
Ventures, L.P. (the "Buyer"), a Delaware limited partnership located at 160
West 66/th/ Street, Suite 47D, New York, NY 10023, of which Avix
Associates, L.P. is a general partner (same address). General partners of
Avix Associates, L.P. are Mr. Lennart Mengwall of 20 Shady Acres, Darien CT
06820, and Mr. Kevin Azzouz of 2176 Alaqua Drive, Longwood, FL 32779.
(2) AMOUNT AND SOURCE OF CONSIDERATION: The total consideration being paid for
the Shares is $8,000,000 (subject to potential increase as provided below),
funded through personal funds. In the event that the Buyer subsequently
disposes of the Shares, the Agreement provides that the Selling
Shareholders will be entitled to receive 15% of the proceeds received by
the Buyer from such a sale, net of commissions and selling costs ("Net Sale
Proceeds") in excess of $5.00 per share, plus an additional 5% of Net Sale
Proceeds in excess of $10.00 per share. Upon the decision of a specified
arbitrator, the Selling Shareholders may be entitled to also receive up to
10% of Net Sale Proceeds from a sale of the Shares between $2.00 and $5.50
per share. After the Closing, the Selling Shareholders will have no right
under the Agreement to compel a future sale of the Shares.
(3) BASIS OF CONTROL: Upon a consummation of the transaction contemplated by
the Agreement, the Buyer will own 7,748,871 shares of Stock (the "Shares"),
constituting 51.7% of the outstanding Stock of the Registrant. The Stock is
the only capital stock of the Registrant currently outstanding. As part of
the Agreement, the Selling Shareholders have agreed to attend or decline to
attend meetings of the Registrant's shareholders, and to vote the Shares,
in each case as directed by the Buyer.
In addition, Mr. Lennart Mengwall owns 20,000 shares of Stock.
(4) DATE AND DESCRIPTION OF TRANSACTION: The Agreement was dated as of April
22, 1997. Under the Agreement, subject to the satisfaction of conditions to
closing specified in the Agreement, the Buyer will purchase the Shares from
the Selling Shareholders on May 15, 1997 (the "Closing"). The Selling
Shareholders retain the right to receive certain percentages of net
proceeds from future sales of the Shares by the Buyers (see (P)2 above).
The purchase price is payable in installments (see (P)7 below) .
-2-
<PAGE>
(5) PERCENTAGE OWNED BY PURCHASER: Upon consummation of the transaction
contemplated by the Agreement, the Buyer will own and have sole voting
power over 51.7% of the outstanding Stock of the Registrant. In addition,
Mr. Lennart Mengwall personally owns 20,000 shares (less than 1%) of the
outstanding Stock of the Registrant.
(6) IDENTITY OF PERSON(S) FROM WHOM SHARES MAY BE ACQUIRED:
SELLING SHAREHOLDER SHARES OF STOCK TO BE SOLD
Sundar Subramaniam 2,738,437
Appleby Trust 2,722,123
Legacy Investment Partnership 1,306,333
J&S Limited Partnership 981,978
(7) LOANS OR PLEDGES: The consideration for the Shares is payable in the
following installments:
DUE DATE AMOUNT
At the Closing $3,000,000
Six months from the Closing $3,000,000
Thirty six months from the Closing $2,000,000
The second and third payments listed above are to be made in the form of
two separate non-recourse Promissory Notes, both secured by a stock pledge
of certain Shares in favor of the Selling Shareholders. When the second
($3,000,000) payment is made, a portion of the pledged Shares is to be
released from the pledge. The due date of the third ($2,000,000)
installment may be accelerated to not sooner than 18 months after the
Closing, upon the decision of a specified arbitrator.
(8) ARRANGEMENTS WITH RESPECT TO THE ELECTION OF DIRECTORS: As part of the
Agreement, the Selling Shareholders have agreed to attend or decline to
attend meetings of shareholders of the Registrant, and to vote the Shares,
in each case as directed by the Buyer. In addition, in connection with the
Agreement, Legacy Investment Partnership informed the Registrant by letter
of its intent to nominate, at the next scheduled annual meeting of the
shareholders of the Registrant, Mr. Kevin Azzouz and Mr. Lennart Mengwall,
general partners of Avix Associates, L.P., for election as Directors of the
Registrant, and to adopt any amendments to the By-Laws of the Registrant as
may be necessary to accomplish such action.
-3-
<PAGE>
EXHIBITS
1. Stock Purchase Agreement among Avix Ventures, L.P., Appleby Trust, J&S
Limited Partnership, Legacy Investment Partnership and Sundar Subramaniam
dated as of April 22, 1997 (incorporated by reference from Schedule 13D
dated May 2, 1997 filed on behalf of Sundar Subramaniam, Legacy Investment
Partnership, John J. Donovan, Jr., James H. Donovan, Carolyn S.
Donovan, Maureen D. Lantz, Rebecca M. Donovan, J&S Limited Partnership,
Controller Corp., Inc., John J. Donovan, Sr., and Harrington Trust Limited,
as Trustee of The Appleby Trust).
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: May 5, 1997 ONEWAVE, INC.
/s/ Craig Newfield
-------------------------------------------
By: Craig Newfield
Title: General Counsel & Secretary
-4-
