<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 2000
POPMAIL.COM, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 0-23243 31-1487885
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1333 CORPORATE DRIVE, SUITE 350
IRVING, TX 75038
(Address of principal executive offices)
(Former Name or Former Address, if Changed Since Last Report)
Registrant's telephone number, including area code: (972) 550-5500
<PAGE> 2
OTHER 5. OTHER EVENTS
Pursuant to Stock Purchase Agreement dated as of June 14, 2000 (the
"Agreement") by and among the Registrant, Fan Asylum, Inc., a California
corporation ("Fan Asylum") and Tim McQuaid ("Shareholder"), the Registrant
purchased all of the outstanding capital stock of Fan Asylum from Shareholder
effective as of June 14, 2000 (the "Closing Date"). Prior to the date of the
Agreement, there was no relationship between Fan Asylum or Shareholder and the
Registrant or its affiliates, officers and directors or any of their respective
associates. Fan Asylum operates and manages fan clubs and artist Web sites for
some of the entertainment industry's musicians and musical groups through the
use of newsletters, email broadcasts, concert hotlines, and Web page management.
Pursuant to the Agreement, the Registrant purchased all of the
outstanding capital stock of Fan Asylum from Shareholder in exchange for 3.6
million shares of Common Stock of the Registrant, subject to adjustment based
upon the results of an audit of Fan Asylum's financial statements (the "Purchase
Price Shares"). On the Closing Date, the Registrant delivered 800,000 of the
Purchase Price Shares (the "Initial Shares") into an escrow account pending the
result of such audit. Shareholder will not be entitled to the remaining Purchase
Price Shares (the "Earn-Out Shares") unless the same become vested in
Shareholder. Ten percent (10%) of the Earn-Out Shares will vest in Shareholder
for each three artists who are listed an a schedule to the Agreement that
execute a Fan Club Management Agreements prior to the one-year anniversary of
the Closing Date. Twenty-five percent (25%) of the then-vested Earn-Out Shares
and twenty-five percent (25%) of the Initial Shares will be released to
Shareholder on March 31, 2001 and on each of the three consecutive nine-month
anniversary dates thereof.
The Initial Shares are subject to a Put Right pursuant to which
Shareholder has a one-time right to "put" the Initial Shares to the Registrant
during the period beginning on January 2, 2001 and ending on January 31, 2001 at
a price equal to the greater of $1.0625, or (ii) the average closing price of
the Registrant's Common Stock over the five business days prior to the notice of
exercise of the "put".
If the average per share closing price of the Registrant's Common Stock
during the five days prior to the nine-month anniversary of the Closing Date
(the "Five Day Average Price") and the next three consecutive nine-month
anniversaries thereafter (each a "Reset Date") does not equal or exceed $2.50,
then Shareholder shall be entitled to receive additional Earn-Out Shares so that
the aggregate value of the Earn-Out Shares received on each Reset Date equals
the value of the Earn-Out Shares that Shareholder would have otherwise received
if the Five Day Average Price was equal to $2.50.
In connection with the Agreement and pursuant to a Registration Rights
Agreement dated June 14, 2000, the Registrant agreed to prepare and file
registration statements covering the Purchase Price Shares on or prior to 120
days before the termination of the lock-up restrictions applicable to such
shares (as more fully-described in the Agreement), and to use its commercially
reasonable efforts to have such registration statements declared effective by
the Securities and Exchange Commission within thirty days thereafter.
The foregoing is qualified in its entirety by reference to the
Agreement, which is filed as Exhibit 2.1 to this Form 8-K and is hereby
incorporated by reference herein. The Registration Rights Agreement dated June
14, 2000, and Registrant's Press Release Dated June 15, 2000, are each filed as
Exhibits 10.1 and 99.1, respectively, to this Form 8-K, and each are
incorporated herein by reference.
<PAGE> 3
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
2.1 Stock Purchase Agreement dated as of June 14, 2000, by and
among the Registrant, Fan Asylum, Inc., and Tim McQuaid.
10.1 Registration Rights Agreement, dated June 14, 2000 between
the Registrant and Tim McQuaid.
99.1 Press Release dated June 15, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
POPMAIL.COM, INC.
By: s/ Mark D. Dacko
------------------------
Secretary
<PAGE> 4
EXHIBIT INDEX
2.1 Stock Purchase Agreement dated as of June 14, 2000, by and among
PopMail.com, inc., Fan Asylum, Inc., and Tim McQuaid.
10.1 Registration Rights Agreement, dated June 14, 2000 between the Registrant
and Tim McQuaid.
99.1 Press Release dated June 15, 2000.
