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): May 19, 2000
ADATOM.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22947 43-1771999
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
920 Hillview Court, Suite 160
Milpitas, California 95035
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 935-7979
N/A
(Former Name or Former Address if Changed Since Last Report)
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Item 5. OTHER EVENTS.
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On June 22, 2000, the registrant issued to private investors 1,100
shares of its Series A Convertible Preferred Stock pursuant to certain
documentation attached as exhibits to this Report. The gross purchase price of
the Preferred Stock was $1,100,000. The registrant also issued to investors
warrants to purchase 137,500 common shares at an exercise price of $2.295 per
share and warrants to purchase 137,500 common shares at an exercise price of
$2.119 per share and issued to the placement agent in the transaction a warrant
to purchase 27,500 common shares at an exercise price of $2.119 per share. The
warrants expire on June 22, 2005. Prior to the closing of this investment, in
May and early June two officers of the Company, Richard S. Barton and Michelle
Ware, lent the Company $200,000 and $115,619.60 for working capital purposes.
On May 30, 2000, the registrant also announced a joint venture with
China Federation of Industrial Economics. The press release and joint venture
agreement are attached as exhibits to this Report. The registrant has been
building customer and product databases and working on the establishment of
customer relationships for sales of Chinese goods into the United States and
vice-versa. The registrant currently expects that actual sales arranged through
one or more of its joint venture partners will commence within the next month,
although no sales volume can be predicted. The registrant has also been studying
with its joint venture partners the requirements for implementing a bilingual
electronic marketplace.
Statements in this Form 8-K that are not statements or descriptions of
historical facts are forward-looking statements that are subject to risks and
uncertainties. Words such as "expect," "intends," "believes," "plans,"
"anticipates" and "likely" also identify forward-looking statements. All
forward-looking statements are based on current facts and analyses. Actual
results may differ materially from those currently anticipated due to a number
of factors including, but not limited to, history of operating losses,
anticipated future losses, competition, future capital needs, the need for
market acceptance, dependence upon third parties, disruption of vital
infrastructure and intellectual property rights, government regulation, the
status of economic, business and legal conditions in China, dependence on third
parties, and other risks. Information on factors that may affect the business
and financial results of the Company can be found in filings of the Company with
the Securities and Exchange Commission, including the Company's Quarterly Report
on Form 10-QSB for the quarter ended March 31, 2000. All forward-looking
statements are made in reliance upon the exemptions provided under the Private
Securities Litigation Reform Act of 1995.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) EXHIBITS. The exhibits to this Report are incorporated by
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reference to the Exhibit Index appearing on page E-1 hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: June 29, 2000
ADATOM.COM, INC.
By: /s/ MICHAEL M. WHEELER
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Michael M. Wheeler
Controller and Secretary
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.19 Certificate of Designations relating to Series A Conver-
tible Preferred Stock as filed with the Delaware
Secretary of State on June 16, 2000
4.20 Securities Purchase Agreement relating to Series A
Convertible Preferred Stock, dated June 22, 2000
4.21 Registration Rights Agreement relating to Series A Con-
vertible Preferred Stock, dated June 22, 2000
4.22 Form of A Warrant issued to purchasers of Series A
Convertible Preferred Stock on June 22, 2000
4.23 Form of B Warrant issued to purchasers of Series A
Convertible Preferred Stock and to Astor Capital, Inc.
as placement agent on June 22, 2000
4.24 Promissory Note issued to Richard Barton for $200,000
dated May 19, 2000
4.25 Promissory Note issued to Michelle Ware for $115,619.60
dated June 6, 2000
10.24 Joint venture agreement with China Federation of
Industrial Economics
99 Text of press release dated May 30, 2000 announcing
Joint Venture between registrant and China Federation of
Industrial Economics
Page E-1
