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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Date of report: February 4, 1998
MULTICOM PUBLISHING, INC.
(Exact Name of Registrant as specified in its charter)
Washington 91-1551337
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Commission File Number: 1-11857
1100 Olive Way, 12th Floor 98101
Seattle, Washington (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (206) 622-5530
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 29, 1996, the Registrant entered into a loan agreement, as
amended from time to time, (the "Loan Agreement"), with Sirrom Investments, Inc.
("Sirrom"). The Loan Agreement was secured by substantially all of the assets
of the Registrant (the "Assets"), pursuant to a security agreement entered into
between the Registrant and Sirrom of even date (the "Security Agreement").
Sirrom subsequently gave notice of a default under the Loan Agreement,
instituted foreclosure proceedings and held a public foreclosure sale on
February 2, 1998 (the "Foreclosure Date") at which the Assets were sold.
Under the terms of the Loan Agreement, the Registrant was authorized to
borrow $3,000,000.00 at an interest rate of thirteen percent (13%) per annum
(computed on the basis of a 360-day year). Interest was payable on the first
day of each month beginning in May 1996 until March 29, 2001, at which time the
entire outstanding balance, together with all accrued and unpaid interest, was
to become immediately due and payable in full. On December 31, 1997, Sirrom gave
notice to the Registrant of a default under the Loan Agreement and of its
intentions to conduct a public foreclosure sale on the Foreclosure Date. Public
notice was published in accordance with applicable law beginning on January 19,
1998. At the Foreclosure Date, the balance of principal and interest
outstanding secured by the Security Agreement was $3,765,791.00. The high bid
at the foreclosure sale, and the resulting sale price of the Assets, was
$2,000,000.00. The Assets were purchased subject to the senior liens of
Cupertino National Bank and Meredith Corporation in the aggregate amount of
approximately $2,000,000.00.
ITEM 5. OTHER EVENTS.
Effective January 31, 1998, prior to disposition of substantially all of
the Registrant's assets, all of the officers and directors of the Registrant
resigned their positions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The exhibits to this Form 8-K are listed in the accompanying Index to
Exhibits.
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.
MULTICOM PUBLISHING, INC.
(Registrant)
February 4, 1998 By /s/ PETER HAIRSTON, Jr.
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PETER HAIRSTON, Jr.
President
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
4.1* Loan Agreement between Sirrom Investments, Inc. and Multicom
Publishing, Inc. dated as of March 29, 1996, with Stock Purchase
Warrant to Sirrom Investments, Inc., Security Agreement, Patent
and Trademark Security Agreement, and Copyright and Royalty
Security Agreement, filed as Exhibit 10.18 to the Company's
Registration Statement on Form SB-2.
4.2* First Amendment to Loan Agreement and Loan Documents dated February
7, 1997, between Multicom Publishing, Inc. and Sirrom Investments,
Inc., with Amended and Restated Secured Promissory Note payable to
Sirrom Investments, Inc., filed as Exhibit 10.2 to the Company's
Quarterly Report on Form 10-QSB for the period ended March 31,
1997.
4.3* Second Amendment to Loan Agreement and Loan Documents dated February
11, 1997, between Multicom Publishing, Inc. and Sirrom Investments,
Inc., with Amended and Restated Secured Promissory Note payable to
Sirrom Investments, Inc., filed as Exhibit 10.4 to the Company's
Quarterly Report on Form 10-QSB for the period ended March 31,
1997.
*Incorporated by reference.
