<PAGE> 1
UNITED STATES
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) NOVEMBER 24, 1998
----------------
THE RECOVERY NETWORK, INC.
(Exact name of registrant as specified in its charter)
COLORADO 7812 39-1731029
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
1411 5th Street, Suite 250
Santa Monica, CA 90401
(Address of principal executive offices)
Registrant's telephone number including area code (310)393-3979
<PAGE> 2
Item 5. OTHER EVENTS
On November 24, 1998, The Recovery Network (the "Company")was informed by NASDAQ
that the Company's stock is subject to de-listing from the NASDAQ-SmallCap
exchange due to failure to meet certain minimum net asset levels. The Company
sent a response to the NASDAQ's de-listing notice on December 9, 1998, in an
attempt to prevent the de-listing. The Company cannot determine at this time if
its efforts in this area will be successful. In addition, it is not clear at
this time when such de-listing would be effective. If the Company's stock is
de-listed from NASDAQ SmallCap, the Company intends to pursue the listing of the
stock on the National Association of Securities Dealer's Bulletin Board system
and/or a regional stock exchange.
On November 30, 1998, the Board of Directors of the Company accepted the
resignation of Mitchell Sahn from his position as Vice Chairman of the Board of
Directors, and as Chair of the Operating Committee of the Company. At the same
meeting, the Operating Committee, which consisted of Mr. Sahn and various
members of senior management, was effectively dissolved.
On December 7, 1998, the Company received minimum commitments of $750,000 from
various individuals and entities to provide short-term debt financing for the
Company. Among the provisions of this debt are:
- - Interest Rate of 12% (per annum), due and payable with principal on
earlier of April 30, 1999, or upon closing by Recovery Network of debt or
equity financing of $1,500,000 or greater.
- - Warrants to purchase 375,000 shares of Recovery Network stock at $.01 per
share will be issued proportionately to the note holders.
- - Note holders shall have a security interest in virtually all Company
assets.
Proceeds are expected to be released to the Company from December 11 through
December 15, 1998. This debt financing is expected to be sufficient to fund
Company operations through at least February 20, 1999. This date is contingent
upon several factors, including continued cooperation from the Company's
vendors. The Company is currently investigating several other debt and equity
financing options to allow the Company to continue operating and broadcasting
without interruption.
Note to Investors
- ------------------
Forward-looking statements in this filing are based on information
available to the Company on the date hereof. The Company's actual results could
differ materially from those stated or implied by such forward-looking
statements. The forward-looking statements should be considered in the context
of these and other risk factors disclosed in the Company's fiscal 1998 SEC
Form 10-K (filed September 27, 1998), September 30, 1998 Form 10-Q (filed
November 23, 1998), and Form SB-2 (filed on October 27, 1998).
<PAGE> 3
SIGNATURE
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.
THE RECOVERY NETWORK, INC.
Date: December 14, 1998 By: /s/ Michael G. Clark
-------------------------------
Michael G. Clark
Chief Financial Officer and
Corporate Secretary
