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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 Act of 1934
Date of Report (Date of earliest event reported): March 24, 1998
SHOPPING.COM
(Exact name of registrant as specified in its charter)
CALIFORNIA 333-36215 33-0733679
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
2101 E. COAST HIGHWAY, GARDEN LEVEL
CORONA DEL MAR, CALIFORNIA 92625
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 640-4393
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(Former name or former address, if changed since last report.)
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ITEM 5 OTHER EVENTS.
On March 24, 1998, the Securities and Exchange Commission (SEC) issued an
order suspending trading in the Company's securities for the period from 9:30
a.m. EST, March 24, 1998 through 11:59 p.m. EDT, on April 6, 1998, alleging that
there appears to be a "lack of current and accurate information concerning the
securities of Shopping.com because of recent market activity in the stock that
may have been the result of manipulative conduct." Ref. SEC Release File No.
500- 1. (Press Release dated March 25, 1998 is attached as Exhibit 99.1).
The Company is advised that the SEC has initiated a private inquiry to
determine whether violations of Section 17(a) of the Securities Act of 1933,
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder have occurred in connection with alleged false and misleading
statements concerning the alleged control and manipulation of the Company's
Common Stock. The SEC has not alleged any violations, but is investigating the
facts to determine whether violations, if any, have occurred. The Company is
fully cooperating with the SEC's inquiry.
On March 24, 1997, the Board of Directors accepted the resignation of
Bill Gross from his position as Chairman of the Board for personal reasons
unrelated to the recent SEC inquiry. (Resignation letter is attached as Exhibit
20.1). The Company's Chief Executive Officer, Robert J. McNulty, will replace
Mr. Gross and assume the responsibilities of Chairman effective immediately.
Frank W. Denny has been appointed Director of the Company to fill the
vacancy created by Mr. Gross' resignation. Mr. Denny is currently the founder
and president of Group InterCom, an international marketing company, and founder
and president of Cibolo Group, an international business consulting firm. Mr.
Denny has over thirty years of experience in specialty retail operations and
management, and has organized several ventures involving specialty retail
concepts. In 1983, Mr. Denny founded Builders Square, which he helped build into
a national franchise of 145 warehouse stores over six years. Prior to founding
Builders Square, Mr. Denny served as the President and CEO of W.R. Grace Home
Centers the first national chain of home centers. Mr. Denny also was the
Executive vice-president/General Manager of Angels Home Improvement Centers and
the President of Handy Dan, a public company which was later acquired by W.R.
Grace Home Centers. (Press Release dated March 31, 1998 is attached as 99.2).
ITEM 7 EXHIBITS.
The following exhibits are filed as part of this report in accordance
with the provisions of Item 601 of Regulation S-B:
Exhibit Name of Exhibit
20.1 Letter of Resignation dated March 24, 1998
99.1 Press Release dated March 25, 1998
99.2 Press Release dated March 31, 1998
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EXHIBIT INDEX
EXHIBIT NUMBER NAME OF EXHIBIT
20.1 Letter of Resignation dated March 24, 1998
99.1 Press Release dated March 25, 1998
99.2 Press Release dated March 31, 1998
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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.
SHOPPING.COM
Date: March 31, 1998 By: /s/ Kristine E. Webster
----------------------------
Kristine E. Webster
Chief Financial Officer and Treasurer
(Principal Accounting Officer)
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EXHIBIT 20.1
RESIGNATION LETTER OF BILL GROSS
DATED MARCH 24, 1998
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[idealab! Letterhead]
March 24, 1998
Mr. Robert McNulty, CEO
Shopping.com
2101 E. Coast Hwy., Garden Level
Corona del Mar, CA 92625
Board of Directors
Shopping.com
Dear Bob:
As stated in my email of yesterday, I hereby tender my resignation as Chairman
of the Board of Shopping.com effective immediately.
As Chairman of idealab!, I have made a commitment to my shareholder to devote my
time to early-stage, incubating companies and not serve on the Board of public
companies.
Best Regards,
/s/ Bill Gross
Bill Gross
Chairman
BG:icj
cc: Mark Asdourian, Esq.
Law Office of Mark Asdourian
4 Hutton Center Avenue, Suite 200
Santa Ana, California CA 92707
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EXHIBIT 99.1
PRESS RELEASE DATED MARCH 25, 1998
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PRESS RELEASE
FOR IMMEDIATE RELEASE
SHOPPING.COM RELEASES STATEMENT REGARDING SECURITY AND
EXCHANGE COMMISSION ACTIONS
MARCH 25, 1998
CORONA DEL MAR, Calif., March 25/PRNewswire/ - Shopping.com IBUY. In response to
the actions taken today by the Securities and Exchange Commission, Robert J.
McNulty, Chief Executive Officer of Shopping.com released the following
statement.
"While we are not pleased with any negative actions regarding our stock and the
trading thereof, we are encouraged to find that the systems put in place by the
Securities and Exchange Commission to protect our shareholder work. Since our
company's inception we have accurately and completely filed all documents
required and are and will remain in compliance with the Securities and Exchange
Commission regulations. We fully expect our stock to begin trading again after
the 10 day suspension. We are cooperating fully with the inquiry, and will do
everything possible to allow the Securities and Exchange Commission to bring
this matter to an end as rapidly as possible, allowing us to refocus our efforts
100% on running our business."
"What is going on with Wall Street isn't happening on Main Street, which is
where our company does its business. Our company continues to execute to its
plan and despite the controversy, we continue to service our customers, and
develop relationships whit suppliers and vendors to build our franchise in the
explosive electronic retail marketplace."
"Shopping.com remains focused on its mission statement to be the dominant low
price leader on the Internet selling brand name consumer products everyday. The
company has continued to position itself as a worldwide retailer as evidenced by
t he opening of our European offices to secure products and distribution for the
marketplace."
Shopping.com is an innovative Internet-based electronic retailer that markets a
selection of brand name consumer and commercial products at low prices via its
website. Utilizing state-of-the-art proprietary technology, Shopping.com offers
Internet shoppers over one million products, ranging from automotive parts and
accessories to books, office supplies and music CDs. Visit Shopping.com at
www.shopping.com SOURCE Shopping.com.
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EXHIBIT 99.2
PRESS RELEASE DATED MARCH 31, 1998
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COMPANY RELEASE
SHOPPING.COM ANNOUNCES BOARD OF DIRECTOR CHANGES
MARCH 30, 1998 03:00 PM
CORONA DEL MAR, Calif., March 30 -- Shopping.com IBUY, Robert J. McNulty, Chief
Executive Officer of Shopping.com announced the following changes to the Board
of Directors of the company.
"Because of his commitment to his shareholders to devote his time to early stage
incubator companies and his commitment to them not to serve on boards of public
companies, Mr. Bill Gross has resigned as our chairman. During his term, Bills
intense knowledge of the Internet and technology has helped lead Shopping.com to
the state-of-the-art level at which we currently operate. Bill leaves
Shopping.com management with his vision toward the future, and as one of our
major shareholders we hope to continue to avail ourselves of his knowledge."
"We are also pleased to announce the addition of Mr. Frank Denny to our board.
Mr. Denny brings over 30 years of broad retail experience to the company. Mr.
Denny is a pioneer in the retail industry; his multi product category and store
format experience make him a perfect candidate to help direct our focus in the
emerging Internet retail industry."
Mr. Denny was the founder of Builders Square which, over a period of six years,
he expanded into a 145 store franchise operation with annual revenues of
approximately 2.0 billion dollars. In addition he held the position of president
and CEO of W.R. Grace home centers, the first national chain of home centers.
Mr. Denny was an officer of the Home Center institute and a charter member of
the National Home Center Congress and Exposition. He was a founder of the DIY
(Do It Yourself) Research Institute based in Indianapolis Indiana. Mr. Denny
completed the Harvard University Retail Management and Harbridge House Retail
Management School Programs.
Shopping.com is an innovative Internet-based electronic retailer that markets a
selection of brand name consumer and commercial products at low prices via its
website. Utilizing state-of-the-art proprietary technology, Shopping.com offers
Internet shoppers over one million products, ranging from automotive parts and
accessories to books, office supplies and music CDs. Visit Shopping.com at
www.shopping.com -SOURCE Shopping.com .
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