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 28, 2000
(Date of earliest event reported)
MYTURN.COM, 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)
1080 Marina Village Parkway, 3rd Floor, Alameda, California 94501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 263-4800
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Item 2. Acquisition or Disposition of Assets.
Acquisition of Assets
On June 28, 2000, GPC Acquisition Corp. ("GPC"), a wholly subsidiary of
MyTurn.com, Inc. ("MyTurn.com"), acquired certain assets of Breadbox Computer
Company ("Breadbox") pursuant to an Agreement and Plan of Reorganization (the
"Agreement") among GPC, MyTurn.com and Breadbox. The assets acquired by GPC from
Breadbox included, among other things, all of Breadbox's intellectual property
rights relating to or arising out of certain computer software, and Breadbox's
rights under various contracts, including licenses of certain of Breadbox's
technology to third parties, Breadbox's license of certain technology from third
parties, and a technology development contract with a third party.
In consideration of the assets MyTurn.com issued an aggregate of 768,628
Common Shares which had a market value, based on the closing price of
MyTurn.com's Common Stock on the Nasdaq SmallCap Market.com, of $15 15/16 per
share, or an aggregate value of $12,250,008.
Fifty percent of the Common Shares issued to Breadbox in consideration for
the assets will be held in escrow as security for Breadbox's indemnification
obligations under the Agreement until the earlier of the date that an auditor's
report relating to MyTurn.com's financial statements for the period covering the
acquisition date is rendered, or April 15, 2001. Furthermore, Breadbox has
agreed that it will not sell or dispose of 674,510 of the Common Shares issued
in the transaction without MyTurn.com's consent, except in a distribution to
Breadbox's shareholders under certain circumstances, provided those transferees
agree to be bound by the restriction, as follows:
- 169,804 Common Shares for a period of ninety days following the date of the
effectiveness of a Registration Statement covering the resale of the Common
Shares (the "Effective Date").
- 202,353 Common Shares for a period of nine months from the Effective Date.
- 202,353 Common Shares for a period of fifteen months from the Effective
Date.
Licenses to Breadbox
Contemporaneously with the closing of the acquisition, GPC licensed to
Breadbox Computer Company, LLC the right to reproduce, modify, create derivative
works and distribute the computer software GPC acquired from Breadbox, for the
purposes of developing and distributing Breadbox's product known as the
"Breadbox". The license is perpetual subject to earlier termination for certain
breaches.
MyTurn.com and GPC also agreed to sublicense to Breadbox Computer Company,
LLC their rights to reproduce and distribute the GEOS(R) operating system
technology for use in
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connection with the reproduction and distribution of the Breadbox product.
MyTurn.com and GPC license the rights to the GEOS(R) operating system from
Geoworks Corporation. The term of the sublicense expires one day prior to the
expiration or termination of MyTurn.com's license for GEOS(R), subject to
earlier termination for certain breaches.
Employment Agreements
Contemporaneously with the consummation of the acquisition, MyTurn.com
entered into a three-year employment agreements with four former employees of
Breadbox. The terms of these agreements allow the employees after one year to
devote a certain amount of time to the development of Breadbox's products,
provided the amount of time they devote to Breadbox does not have a material
adverse effect on the ability of those employees to perform their duties under
their employment agreements with MyTurn.com. Additionally, MyTurn.com entered
into consulting arrangements with two of Breadbox's consultants.
Forward Looking Statements
Certain information contained in the matters set forth in this Current
Report are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, and is subject to the safe harbor
created by that act. MyTurn.com cautions readers that certain important factors
may affect the MyTurn.com's actual results and could cause such results to
differ materially from any forward-looking statements which may be deemed to
have been made above and elsewhere in this Current Report or which are otherwise
made by or on behalf of MyTurn.com. For this purpose, any statements contained
in this Current Report that are not statements of historical fact may be deemed
to be forward-looking statements. Without limiting the generality of the
foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"intend," "could," "estimate," "plan," or "continue" or the negative variations
of those words or comparable terminology are intended to identify
forward-looking statements. Factors which may affect MyTurn.com's results
include, but are not limited to the risks and uncertainties associated with the
Internet and Internet-related technology and products, new technology
developments, developments and regulation in the telecommunications industry,
the competitive environment within the Internet and telecommunications
industries, the ability to enter into and arrangement to sell products through
retail mass market channels and develop other sales outlets for its products,
the ability of MyTurn.com to comply with its obligations under the manufacturing
agreement for the GlobalPC and related bank financing arrangement, the ability
of MyTurn.com to secure licenses for all software applications it plans to
embed, bundle or otherwise include in its products, the ability of MyTurn.com to
expand its operations, the level of costs incurred in connection with
MyTurn.com's planned expansion efforts, unascertainable risks related to
possible acquisitions, the competence required and experience of management, the
risk of loss of management and personnel, economic conditions, the ability of
MyTurn.com to raise additional capital which will be required within the next
120 days to continue to develop and sustain its business at current levels and
to implement MyTurn.com's business plan and generate revenue, uncertainties
inherent in litigation. MyTurn.com is also subject to other risks detailed
herein or detailed from time to time in MyTurn.com's Securities and Exchange
Commission filings.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization dated
June 28, 2000 among MyTurn.com, GPC and Breadbox.
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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.
MYTURN.COM, INC.
Dated: July 13, 2000 By: /s/ Paul K. Danner
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Paul K. Danner, Executive Vice
President, Office of the President
and Secretary
