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 5, 2000
-------------
BARPOINT.COM, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-21235 11-2780723
- --------------------------------- ------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
1East Broward Boulevard, Suite 410, Fort Lauderdale, Florida 33301
-------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(954) 745-7500
------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS
(a) The Company closed the first tranche of a private offering of
common stock at a price of $12 per share by the Company and selling stockholders
on April 5, 2000. The Company received gross proceeds of approximately $17.7
million. The second tranche may consist of up to an additional $12 million,
however, there can be no assurance that any additional sales will be made. The
Company proposes to use the net proceeds of the offering to provide capital for
continued product development, advertising, enhancement of marketing efforts and
general corporate purposes. The selling stockholders, Irrevocable Trust No. III
and Matthew Schilowitz received gross proceeds of approximately $4.4 million in
the closing. Offers were made only by means of an offering memorandum. The
common stock sold in the private placement has not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from such registration.
(b) At the annual meeting of shareholders held on April 4, 2000 the
shareholders approved the following matters with the votes as indicated:
(i) Election of Directors - the following directors were
elected to serve until the next Annual Meeting of Shareholders and until their
successors are elected:
Name Votes in Favor Votes Withheld
Leigh M. Rothschild 12,775,080 11,800
Seymour G. Siegel 12,775,080 11,800
David W. Sass 11,916,070 870,810
Jeffrey W. Sass 12,775,080 11,800
John C. Macatee 12,775,080 11,800
Jay Howard Linn 12,775,080 11,800
Kenneth Jaeggi 12,773,596 13,284
(ii) Adopted the 1999 Equity Incentive Plan:
Votes in Favor Votes Withheld Against
10,290,278 5,425 66,232
(iii) Ratified the granting of certain options to officers and
directors of the Company under the 1999 Equity Incentive Plan:
Votes in Favor Votes Withheld Against
10,290,508 4,645 67,232
<PAGE>
(iv) Adopted an Amendment to the Company's Certificate
Incorporation increasing the authorized shares of common stock to 100,000,000
shares:
Votes in Favor Votes Withheld Against
12,738,042 2,625 46,213
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(b) Pro Forma Balance Sheet as of April 5, 2000.
(c) Exhibits:
1. Certificate of Amendment to the Certificate of
Incorporation.
2. Press Release dated April 12, 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 hereunto duly authorized.
BARPOINT.COM, INC.
(Registrant)
By: /s/ John C. Macatee
John C. Macatee, President
DATED: April 12, 2000
<PAGE>
BarPoint.Com, Inc. and Subsidiaries
Pro Forma Balance Sheet
April 5, 2000
Pro Forma
------------
Cash and cash equivalents $ 43,170,642
Other current assets 1,899,434
Marketable securities 7,181,221
Fixed assets-nets 167,086
Intangible-net 1,051,397
-------------
Total Assets $ 53,469,780
Current liabilities $ 1,652,410
Deferred taxes 11,203,921
Common stock 16,915
Paid in capital 29,214,630
Comprehensive income (225,043)
Retained earnings 11,606,947
-------------
Total liabilites and equity $ 53,469,780
============
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BARPOINT.COM, INC.
BARPOINT.COM, INC., (hereinafter called the "corporation") a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify as follows:
FIRST: The name of the corporation is BarPoint.com, Inc.
SECOND: The certificate of incorporation of the corporation was filed by the
Department of State on December 19, 1995 under the name The Harmat Organization,
Inc.
THIRD: Article Fourth of the certificate of incorporation is hereby amended to
increase the authorized shares of Common Stock of the corporation.
FOURTH: To accomplish the foregoing amendment, Article Fourth of the certificate
of incorporation of the corporation relating to the capital of the corporation
is hereby amended by striking out paragraph 1 of said Article thereof and by
substituting in lieu of said paragraph, the following new paragraph:
FOURTH: The total number of shares of all classes of stock
which the corporation shall have authority to issue is one hundred and five
million (105,000,000), which are divided into one hundred million (100,000,000)
shares of Common Stock of a par value of one mil per share and five million
(5,000,000) shares of Preferred Stock of a par value of one mil per share.
FIFTH: The amendment of the certificate of incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, I have subscribed this document on the date set forth below
and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by me and are true and correct.
Executed on this 4th day of April, 2000
/s/ John C. Macatee
----------------------
John C. Macatee, President and
Chief Executive Officer
/s/ Jeffrey Sass
Jeffrey Sass, Secretary
5
<PAGE>
Wesdnesday April 12, 2000 7:01 am Eastern Time
Company Press Release
BarPoint.com, Inc. Announces Closing of First Tranche of Private Placement of
Common Stock
Fort Lauderdale, Florida - April 12, 2000 BarPoint.com, Inc. (BB:BPNT)
today announced that it closed the first tranche of a private offering of common
stock at a price of $12 per share by the Company and selling stockholders on
April 5, 2000. The Company received gross proceeds of approximately $17.7
million. The second tranche may consist of up to an additional $12 million,
however, there can be no assurance that any additional sales will be made. The
Company proposes to use the net proceeds of the offering to provide capital for
continued product development, advertising, enhancement of marketing efforts and
general corporate purposes. The selling stockholders, Irrevocable Trust No. III
and Matthew Schilowitz received gross proceeds of approximately $4.4 million in
the closing. Offers were made only by means of an offering memorandum. The
common stock sold in the private placement has not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from such registration.
This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties or other factors which
may cause actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. For more complete
information concerning factors which could affect the Company's results,
reference is made to the Company's reports and other documents filed with the
Securities and Exchange Commission.
