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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): DECEMBER 15, 2000
INFORMATION ARCHITECTS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NORTH CAROLINA
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-22325 87-0399301
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
4064 COLONY ROAD, CHARLOTTE, NORTH CAROLINA 28211
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
704-365-2324
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
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Item 5. Other Events.
ADDITIONAL SERIES A PREFERRED STOCK ISSUANCE
On June 7, 2000 Information Architects Corporation issued 165,714
shares of Series A Preferred Stock in a private placement to various investors
(collectively "Investors") at a price of $70 per share. Pursuant to a provision
in the Certificate Of The Designations of our Series A Preferred Stock, if the
five day average of the closing price of our common stock is below $7.00 per
share with a floor of $5.00 per share on December 7, 2000, we are required to
issue additional shares of Series A Preferred Stock to those Investors who had
not already converted their shares of Series A Preferred Stock. Accordingly,
since the five day average of the closing price of our common stock was below
$7.00 per share on December 7, 2000, we will issue 58,389 additional shares of
Series A Preferred Stock, convertible into 583,890 shares of common stock, to
certain of the Investors.
In addition to the issuance of the Series A Preferred Stock, we issued
warrants (the "Investor Warrants") to the same Investors to purchase 828,570
shares of Common Stock as part of the June 7, 2000 private placement. These
warrants were initially issued at an exercise price of $7.00 per share of Common
Stock. Pursuant to a provision in the Investor Warrants, the exercise price will
be adjusted to $3.194 per share of Common Stock, since the five day average of
the closing stock was below $7.00 per share on December 7, 2000.
The foregoing description is only a summary and is qualified in its
entirety by reference to (a) the (i) Subscription Agreement, between us and the
Investors and (ii) Warrant to purchase shares of Common Stock, issued by us to
the Investors, both dated as of June 7, 2000, between us and the Investors, and
(b) Amendment to Articles of Incorporation containing the "Certificate Of The
Designations, Number, Voting Powers, Preferences And Rights Of Series A
Preferred Stock Of Information Architects Corporation", all as set forth as
Exhibits 10.21, 10.22 and 3.3, respectively to the Form 8-K filed by us on June
9, 2000 and (c) the "Articles of Correction" filed with the Secretary of State
for North Carolina to the "Certificate of the Designations, Number, Voting
Powers, Preferences And Rights of Series A Preferred Stock of Information
Architects" set forth as Exhibit 3.4 to our Form 10-Q for the quarter ended
September 30, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Information Architects Corporation
(Registrant)
By: /s/ ROBERT F. GRUDER
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Robert F. Gruder
Chief Executive Officer
Dated: December 15, 2000
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