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) November 13, 2000
STAMPEDE WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Florida 0-31465 58-2235301
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3910 Riga Boulevard, Tampa, Florida 33619-1344
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (813) 630-2762
Item 5. Other Events
The Company's Board of Directors, on November 13, 2000, approved a share
combination (reverse stock split) in a ratio of one new share for each five
shares of common stock issued and outstanding. On the date of the board's
action, the Company had 100,000,000 shares of common stock issued and
outstanding, comprising all of the Company's common shares authorized under
its Articles of Incorporation. The share combination will be effective at
5:00 Eastern Standard Time on Monday, November 20, 2000. After that time,
the Company's issued and outstanding common shares will be 20,000,000 shares.
The par value of each common share will remain the same and be unaffected by
the share combination. Accordingly, an amendment to the Articles of
Incorporation is not required, nor is stockholder approval. The action makes
available 80,000,000 shares of authorized but unissued common stock to use
for the Company's capital needs. Fractional shares resulting from the share
combination will not be redeemed for cash.
The reasons for this action are two fold: First, the Company requires
additional common stock available for sale to fund its business plan; and,
second, the Company believes, based upon professional advice, that its plan
to achieve NASDAQ or exchange listing will be thwarted by the difficulty in
building its per share market price to the required minimum level with the
number of share the Company has outstanding prior to the share combination.
With respect to the first reason, the time required by the process of
soliciting proxies for a stockholders' meeting seeking approval of a charter
amendment increasing the number of authorized common shares would exceed the
time frame in which the Company requires additional equity capital.
Evaluation of current market place multiples and forecasted earnings per
share, which depend upon additional capital expenditures, indicate the
Company would be unlikely to reach a stock price qualifying for a NASDAQ or
exchange listing.
Stockholders are not required to, but may, submit their certificates to the
transfer agent in exchange for a new certificate. The existing stock
certificates will remain valid, albeit for one-fifth the number of shares
shown on their face. The transfer agent will charge its customary fee for
each certificate exchanged. The CUSIP Number for the new certificates will
be 852843200.
The Company has been offering a convertible preferred stock as a means of
raising additional capital. The uncertainty of whether the Company would
have common shares available into which to convert the preferred stock
appears to make the convertible preferred stock unattractive to many private
investors. The Company has raised $100,000 through the private sale of the
convertible preferred stock in a four week period. The convertible
preferred stock is convertible one year from issue date by dividing the par
value by the greater of one-half of the then public market price for the
Company's common stock or $.75.
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.
Stampede Worldwide, Inc.
By: /s/ John V. Whitman, Jr.
John V. Whitman, Jr., Chief Executive Officer
Date: November 13, 2000
