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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 13, 2000
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WEBB INTERACTIVE SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Colorado
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(State or other jurisdiction of incorporation)
0-28462 84-1293864
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(Commission File Number) (IRS Employer Identification No.)
1899 Wynkoop, Suite 600, Denver, CO 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 296-9200
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N/A
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(Former name or former address, if changed since last report)
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Series B-2 Convertible Preferred Stock.
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On September 27, 2000, Webb Interactive Services, Inc. ("Webb") completed
the exchange of its outstanding series B convertible preferred stock (12,500
shares in the aggregate) for a similar number of shares of Webb's series B-2
convertible preferred stock with Marshall Capital Management, Inc. ("Marshall")
and Castle Creek Technology Partners LLC ("Castle Creek"). The series B-2
preferred stock is convertible into shares of Webb's common stock at a fixed
conversion price of $10.20408, subject to adjustment in the event that the
registration statement being filed by Webb on September 28, 2000 for the shares
issuable upon conversion of the series B-2 preferred stock is not declared
effective by the Securities and Exchange Commission by December 31, 2000.
The series B preferred stock that was exchanged for the series B-2
preferred stock was convertible into shares of Webb's common stock at a
conversion price, currently $20.00 but subject to reset on November 12, 2000.
The November reset would have been based on the then current market price for
Webb's common stock, but not less than $8.00. The fixed conversion price for the
series B-2 preferred stock is slightly above what the conversion price for the
series B preferred stock would have been if the reset date for the series B
preferred stock was September 11, 2000, the date upon which each of the parties
agreed in principle to the exchange.
The series B preferred stock was exchanged for the series B-2 preferred
stock without registration pursuant to Section 5 of the Securities Act of 1933,
as amended (the "Act"), in reliance of Section 3(a)(9) of the Act. No
commissions were paid in connection with the exchange. Based on the price of
Webb's common stock on the date that the series B-2 stock was issued, Webb will
not incur any significant expenses in connection with the transaction. The
common stock issuable upon conversion of the series B-2 preferred stock is
subject to registration rights. The foregoing is a summary only and it is not
intended to be a complete description of the transaction, and it is qualified in
its entirety by the Exhibits filed herewith.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
None
(c) Exhibits:
10.1 Letter Agreement dated September 14, 2000 between Webb and
Castle Creek - filed with the current report filed on
Form 8-K on September 19, 2000.
10.2 Letter Agreement dated September 14, 2000 between Webb and
Marshall - filed with the current report filed on Form 8-K on
September 19, 2000.
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10.3 Press Release dated September 18, 2000 regarding exchange of
Preferred Stock - filed with the current report filed on Form
8-K on September 19, 2000.
10.4 Exchange Agreement dated as of September 14, 2000 between Webb
and Castle Creek, including the schedules and exhibits thereto -
filed herewith.
10.5 Exchange Agreement dated as of September 14, 2000 between Webb
and Marshall, including the schedules and exhibits thereto -
filed herewith.
10.6 Articles of Amendment to Articles of Incorporation of Webb -
filed herewith as exhibit to Exhibits 10.4 and 10.5
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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.
Dated: September 27, 2000 WEBB INTERACTIVE SERVICES, INC.
By /s/ Lindley S. Branson
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Lindley S. Branson
Its: Vice-President/General Counsel
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