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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
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January 14, 1999
DIDAX INC.
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(Exact name of registrant as specified in its Charter)
Delaware
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(State or other jurisdiction of incorporation)
00-22847
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(Commission File Number)
54-1831588
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(IRS Employer Identification No.)
4206F Technology Court
Chantilly, Virginia 20151
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(Address of principal executive offices) (Zip Code)
(703) 968-4808
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Attached as Exhibit 99.1 is a press release issued by DIDAX INC., dated January
6, 1999, which is hereby incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1. Text of press release dated January 6, 1999
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.
DIDAX INC.
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(Registrant)
By: /s/
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William M. Parker
Chief Executive Officer and President
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DIDAX INC. TO AUTHORIZE REDEMPTION OF COMMON STOCK PURCHASE WARRANTS
Chantilly, VA -- January 6, 1999 -- DIDAX INC. (NASDAQ: "AMEN"), creator of the
award-winning crosswalk.com(TM) Web site (http://www.crosswalk.com), today
announced its intention to authorize the redemption of its publicly traded
Redeemable Common Stock Purchase Warrants (Nasdaq: "AMENW"). If all of the
outstanding Warrants are exercised, the cash inflow to DIDAX would be over $14
million. Warrants may be exercised by contacting American Stock Transfer & Trust
Co. at 1-800-937-5449.
Mr. William Parker, CEO and President of DIDAX INC., said that "This call for
redemption has been a critical piece of our capital strategy since the initial
public offering of both Common Stock and Common Stock Purchase Warrants. The
cash infusion from exercised warrants will help to solidify crosswalk.com's
position as the premier portal for the online Christian community. We believe
that this funding provides even more stable footing for expansion into and
consolidation of this large and growing market. Being debt free, all of this
funding can flow towards new content channels and services - like
personalization - that meet the daily needs of individuals, families, churches
and ministry organizations using crosswalk.com. Marketing efforts - bolstered by
our 73% traffic surge in the fourth quarter - will also increase as we work to
broaden our base of membership and the intensity of usage by our members.
Funding will also support potential acquisition strategies and the development
of strategic alliances that provide leverage in our market niche."
"We are pleased that the market is recognizing the value of the investments we
have made to date through the implementation of our business plan, Parker
added." "This additional capital will permit management to be more
opportunitistic in deploying investments pursuant to this plan. Capital is vital
to the continuing success of Internet based business models as we build our
subscriber base. We feel that this move will continue to enhance value both to
our shareholders and the community we serve."
The Company issued 2,875,000 Redeemable Common Stock Purchase Warrants in its
initial public offering, effective September 24, 1997, of which 2,561,925 remain
outstanding. Under the terms governing these Warrants, Warrant holders may
exercise their right to purchase a share of DIDAX common stock at an exercise
price of $5.75. If Warrant holders do not exercise this right, DIDAX may, for
$.25 per Warrant, redeem the outstanding Warrants if DIDAX's common stock
closing bid price averages over $10.00 per share for thirty consecutive trading
days. Such a period ended on January 4, 1999. The common stock that underlies
the Warrants is registered under a post-effective amendment to the Company's
initial public offering registration statement, which was declared effective by
the Securities and Exchange Commission on July 29, 1998. The redemption notice
and accompanying prospectus are scheduled to be mailed to the registered holders
of the Warrants by Wednesday January 13, 1999, and the redemption is scheduled
for Friday, February 12, 1999.
Crosswalk.com(TM) is an online Christian community portal offering a growing
range of channels, resources and services that cover the spectrum of life within
a Christian context. With a focus on "information for Christians, not just
Christian information", site visitors and members can now tap into channels
targeting music, personal finance, and careers, lifestyle channels focusing on
issues for men and women, and services ranging from free Web access filtering
and a full-Web filtered search engine to online shopping, family-friendly movie
reviews, games, chat, forums, local events, news, free email and more.
DIDAX INC. is primarily known as the creator of CROSSWALK.COM(TM)
(www.crosswalk.com), the 1998 Christian Web Site of the Year. The Company
generates revenues through the sale of sponsorships and advertising; the online
retailing of Christian and family-friendly products manufactured or developed by
others (music, books, apparel, gifts, etc.); commissions and referral fees from
co-marketing relationships; memberships in affinity marketing programs
(affording participants price discounts and other benefits of group purchasing
power); and to a lesser extent, the continuing provision of technology services
to various Christian organizations.
Safe Harbor - This press release includes forward-looking statements that
involve risks and uncertainties, including, but not limited to, the management
of growth, market acceptance of certain products and other risks. These
forward-looking statements are made in reliance on the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. For further information
about these factors that could affect DIDAX's future results, please see the
Company's filings with the Securities and Exchange Commission. Prospective
investors are cautioned that forward-looking statements are not guarantees of
performance. Actual results may differ materially from management expectations.
Copies of these filings are available upon request from DIDAX investor
relations.
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Contact: Gary Struzik 703-968-4808 Ext. 23 or [email protected]
