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: June 9, 1999
(Date of earliest event reported)
COMPU-DAWN, INC.
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(Exact name of Registrant as specified in charter)
Delaware 000-22611 11-3344575
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(State or other jurisdiction (Commission File No.) (IRS Employer Identification
of incorporation) Number)
12735 Gran Bay Parkway West, Building 200, Jacksonville, Florida 32258
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 680-6680
1
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Item 5. Other Events.
On June 9, 1999, Compu-DAWN, Inc. ("Compu-DAWN") issued a
press release (the "Press Release") announcing that Compu-DAWN has entered into
a non-binding letter of intent to acquire the assets of Global PC, an Alemeda
California based co-developer and worldwide licensor of GEOS, a simplified, low
cost operating System and software suite.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
99.1 Press Release, dated June 9, 1999
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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.
COMPU-DAWN, INC.
Dated: June 9, 1999 By: /s/ David Greenspan
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David Greenspan
Chief Financial Officer
K:\WPDOC\CORP\COMPUDAW\SECFILE\8kGlobal.699
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FOR IMMEDIATE RELEASE CONTACT:
Allison McGuigan
The Weber Group
(617) 520-7245
[email protected]
Compu-DAWN Signs Letter of Intent to Acquire Global PC
Proposed Acquisition to Improve Functionality and Simplicity of Set-top Internet
Access Product, Further Enabling Compu-DAWN to Bring Internet to the Masses
JACKSONVILLE, FL - June 9, 1999 - Compu-DAWN (Nasdaq:ETVC), a provider of
Internet-based e-commerce and communications products and services, today
announced the Company has signed a non-binding letter of intent to acquire all
tangible and intangible assets of Almeda, CA-based Global PC, Inc., co-developer
and worldwide licensor of GEOS, a simplified, low cost operating system and
software suite.
Immediately upon the acquisition, it is contemplated that Compu-DAWN's wholly
owned subsidiary, e.TV Commerce, Inc., will work toward integrating GEOS into
its e.TV Online product - a consumer-friendly TV set-top box that provides
Internet access to thousands of non- tech savvy consumers. The resulting product
would further simplify the product's computing and Internet functionality while
retaining its competitive price. Global PC's operating system, office
productivity suite and Internet software suite offer a complete software
solution as well as a browser, email and chat capabilities. The software suite
brings the same benefits of other operating systems, as well as significant
ease-of-use improvements. Global PC would act as the proprietary operating
system for Compu-DAWN.
"This acquisition provides three benefits to Compu-DAWN," said Chairman R. E.
"Teddy" Turner IV. "First, it enhances our ability to bring the Internet to the
mass market. Second, it opens up a new channel of product distribution, as we
pursue agreements with large retailers across the U.S. - which, in turn,
enhances and validates our existing independent representative base. And third,
it increases Compu-DAWN's revenue potential by giving us the opportunity to
enter into the Internet advertising business. Sixty percent of US homes don't
own a computer and seventy percent can't access the Internet. e.TV Online
provides simplified and reliable
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access to the Internet. Now, with Global PC, we have the opportunity to make the
product even more user-friendly. We believe our two companies are a perfect
fit."
If a final agreement is reached, Compu-DAWN also plans to enter the mass retail
channel through agreements with mass merchant retailers across the US. This move
greatly enhances Compu-DAWN's selling strategy as, to date, its e.TV Online
product has been sold exclusively via relationship marketing.
Upon completion of satisfactory due diligence and the fulfillment of certain
conditions, Compu- DAWN expects the acquisition of Global PC to be complete as
of September 1, 1999. There can be no assurance that the parties will reach a
definitive agreement. If an agreement is reached, there can be no assurance that
the transaction will close.
About Global PC
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Global PC, Inc., founded in April 1998, is the co-developer and worldwide
licensor of GEOS, an extremely user-friendly, powerful operating system and
software suite. Global PC is based in Almeda, California.
About Compu-DAWN
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Compu-DAWN, through its wholly owned subsidiary e.TV Commerce, Inc., provides
Internet services, e-commerce, and telecommunications services to customers
throughout North America. e.TV Commerce's products and services are sold
primarily through a referral network marketing organization of approximately
20,000 representatives in the United States and Canada. Compu- DAWN is based in
Jacksonville, Florida, and can be accessed via the Web at www.etvcom.com.
Forward Looking Statements
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Certain information contained in this announcement are "forward-looking
statements." Compu- DAWN cautions readers that certain important factors may
affect actual results and could cause such results to differ materially from any
forward-looking statements which may be deemed to have been made in this
announcement or which are otherwise made by or on behalf of Compu-DAWN. For this
purpose, any statements contained in this announcement that are not statements
of historical fact may be deemed to be forward-looking statements. Factors which
may affect results include, but are not limited to, the risks and uncertainties
associated with multi-level network marketing, the Internet and Internet related
technology and products, new technology developments, developments and
regulation in the telecommunications industry, the risk of loss of management
and personnel, the competitive environment within the Internet and
telecommunications industries, the ability of Compu-DAWN to develop its
infrastructure, the ability of Compu-DAWN to raise additional capital which will
be required in the near term to continue to develop and sustain business at
current levels, the competence required and experience of management and
economic conditions.
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