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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): 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 14, 2000, Webb Interactive Services, Inc. ("Webb") concluded
separate letter agreements with Marshall Capital Management, Inc. ("Marshall")
and Castle Creek Technology Partners LLC ("Castle Creek") whereby each of such
companies agreed to exchange their shares of Webb's Series B Convertible
Preferred Stock ("Series B Preferred Stock") (12,500 shares in the aggregate)
for a similar number of shares of Webb's Series B-2 Convertible Preferred Stock
("Series B-2 Preferred Stock"). 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 Webb does not complete the filing of a
registration statement for the shares of common stock issuable upon conversion
of the Series B-2 Preferred Stock by September 29, 2000 or that the registration
statement is not declared effective by the Securities and Exchange Commission by
December 31, 2000.
The Series B Convertible Preferred Stock to be exchanged for the Series B-2
Preferred Stock is convertible into shares of Webb's common stock at a
conversion price, currently $20.00, which was subject to reset on November 12,
2000. The November reset would be 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.
In connection with this transaction, Webb expects to incur non-cash charges
of approximately $1.5 million. 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.
Sale of Assets of E-banking Business
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Effective September 13, 2000, Webb completed the sale of the assets of its
e-banking business to BNKR, Inc. ("BNKR"), a recently formed private company
that offers e-banking services to medium and small sized banks, savings and
loans and credit unions. Webb does not expect to incur a material profit or loss
in connection with the sale of these assets.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
None
(c) Exhibits:
2
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10.1 Letter Agreement dated September 14, 2000 between Webb and
Castle Creek. Included as exhibits to the Letter Agreement are
the proposed form of Articles of Amendment setting forth the
terms of the Series B-2 Convertible Preferred Stock, the form of
Exchange Agreement and the form of Registration Agreement -
filed herewith.
10.2 Letter Agreement dated September 14, 2000 between Webb and
Marshall, including as exhibit the form of Exchange Agreement
(copies of the Articles of Amendment and form of Registration
Agreement which are exhibits to this Agreement, are not included
as they are substantially the same as the similar exhibits to
the Letter Agreement filed herewith as Exhibit 10.1)-- filed
herewith.
10.3 Press Release dated September 18, 2000 regarding exchange of
Preferred Stock - filed herewith.
10.4 Sale of Assets Agreement dated September 12, 2000 between Webb
and BNKR, including the exhibits thereto - filed herewith.
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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 19, 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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