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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): June 10, 1999
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THE RECOVERY NETWORK, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
COLORADO 7812 39-1731029
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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1411 5th Street, Suite 250
Santa Monica, CA 90401
(Address of principal executive offices)
Registrant's telephone number including area code (310)393-3979
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Item 5. OTHER EVENTS
On June 10, 1999, the Recovery Network, Inc. (the "Company") entered into a
Subscription Agreement (the "Agreement") with outside investors wherein the
Company will receive $400,000 immediately upon execution of the Agreement in
exchange for 400,000 shares of unregistered common stock at $1.00 per share, an
additional $1,600,000 in October 1999 in exchange for 1,600,000 shares of
unregistered common stock pursuant to certain Put provisions contained in this
agreement, provided the Company meets certain conditions, including but not
limited to re-listing on the NASDAQ Small Cap Market.
The Company currently anticipates that the $400,000 in proceeds to be received
immediately under the Agreement, together with projected revenues and cost
reduction programs, will be sufficient to fund the Company's operations and
capital requirements through approximately September 1999. There can be no
assurance, however, that such funds will not be expended prior thereto due to
unanticipated changes in economic conditions or other unforeseen circumstance.
The Company has requested a hearing with NASDAQ to discuss the steps required
for the Company to get relisted on the NASDAQ Small Cap Market. Unless the
Company can demonstrate the ability to raise the Company's equity to an amount
in excess of $2 million and present a plan that will satisfy NASDAQ's other
listing requirements regarding profitability, stock price stability and a
minimum bid price of $1.00. The probability exist that the Company's shares may
not get relisted on the NASDAQ Small Cap Market.
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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: June 14, 1999 By: /s/ Stacey A. Romm
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Stacey A. Romm
Chief Financial Officer
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Note to Investors
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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, latest
Form 10-Q (filed May 25, 1999), Form S-8 (filed February 19, 1999) and Form SB-2
(filed October 27, 1998).
