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: November 2, 1999 (Date of Earliest Event
Reported: October 18, 1999)
YP.NET, INC. FORMERLY DOING BUSINESS
AS "RIGL CORPORATION"
Nevada 0-24217 85-026668
(State or other (Commission File (IRS Employer
jurisdiction of Number) I.D. No.)
incorporation)
4840 East Jasmine Street, Suite 105, Mesa, Arizona 85205
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: 480.654.9646
(Former name of former address, if changed since last report)
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ITEM 5: Other Events.
YP.Net, Inc., formerly known as RIGL Corporation
reports the appointment of three new members to their
Board of Directors and the change of its name to YP.Net, Inc.
First, two new people were appointed to the
Board of Directors of YP.Net, Inc. within the last few weeks.
Mr. Gregory D. Cessna has been appointed as a member
of the Board of Directors for YP.Net, Inc. Cessna holds
a Bachelor of Science Degree from Indiana University in
Pennsylvania in Chemistry. His areas of expertise include
management leadership in technology based markets. Cessna
has held management positions for the past 20 years in such
companies as Pennsylvania Electric Company and Extrel
Corporation, and serves currently as the President of
ABB-Extrel Corporation.
Mr. Deval Johnson has been appointed as a member
of the Board of Directors of YP.Net, Inc. Johnson has
been involved in the conceptualization, implementation
and initialization of several start-up companies, the
latest of which is Yellow-Page.Net, Inc. Johnson has
extensive knowledge in the commercial printing business
serving in the pre-press division of PrintPro prior to
joining YP.Net, Inc. Johnson is also responsible for
the design of the in-house sales presentation, creation
of the corporate logo and business package for
Yellow-Page.Net and the newly created YP.Net, Inc.
Johnson has extensive knowledge and background in
website promotion, interactive design and Internet
advertising.
Second, Ms. Pamela Thompson has been appointed to
the position of Chief Financial Officer to YP.Net, Inc.
Thompson holds a B.S. from Moorhead State University in
Accounting. Thompson is a member of the Arizona Society
of Certified Public Accountants, American Institute of
Certified Public Accountants, and Arizona Women's Society
of Certified Public Accountants. Prior to coming on as
YP.Net, Inc.'s Chief Financial Officer, Thompson practiced
public accounting for the international firm Pannell,
Kerr & Forrester.
Finally, the Company reports its official name
change from RIGL Corporation to YP.Net, Inc. The
following is a brief description of the chain of
events in the acquisition of Telco Billing, Inc. by RIGL
Corporation and the name change.
On June 15, 1999 Registrant completed the acquisition
of 100% of Telco Billing, Inc. (d/b/a/ Yellow-Page.NET, Inc.).
On August 12, 1999 the acquisition by RIGL of Telco Billing, Inc.,
was adopted by the shareholders. The number of shares
outstanding at the time of such adoption and entitled
to vote was 38,524,603. The number of shares voted for
the amendment were 25,176,771. The number of votes for
the purchase of Telco Billing, Inc. were sufficient for approval.
On September 13, 1999, RIGL Corporation filed an Application
for New Authority to Transact Business in Arizona.
September 15, 1999 Registrant filed Re-stated Articles
of Incorporation announcing its official name change
from RIGL Corporation to YP.Net, Inc. YP.Net, Inc.
received new (Committee on Uniform Security Identification
Procedures) CUSIP Number with accepted name change on
September 23, 1999. Finally, on October 1, 1999 official
name change completed. Office of Market Operations changed
trading symbol for YP.Net, Inc. formerly known as RIGL
Corporation.
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Item 6: Resignation of Registrant's Directors.
Effective October 18, 1999, Kevin L. Jones
officially resigned as Chairman of the Board of YP.Net, Inc.
Please find Kevin L. Jones' October 18, 1999 resignation
letter attached herein (Exhibit 17i). Exhibit 17ii is YP.Net,
Inc.'s response to Kevin L. Jones' resignation letter.
On or about October 27, 1999, Mr. Jones was terminated as President
of the Company. William D. O'Neal has been appointed as interim
President by the Board of Directors and will serve in such capacity
unitl such time as a successor has been appointed.
Effective November 1, 1999, Mr. O'Neal
officially resigned as Chairman of the Board of YP.Net,
Inc. Mr. O'Neal will continue to serve as General
Counsel and interim President to YP.Net, Inc. Please
find Mr. O'Neal's resignation letter attached
herein (Exhibit 17iii).
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Item 6: EXHIBIT INDEX
17i: Resignation Letter of Kevin L. Jones,
October 18, 1999
17i: Response to Kevin L. Jones' Resignation
by Board of Directors, YP.Net, Inc.
17ii: Resignation Letter of William D. O'Neal,
November 1, 1999
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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.
___/s/ William D. O'Neal____
William D. O'Neal
Interim President & General Counsel
YP.Net, Inc.
Date: November 2, 1999
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EXHIBIT 17i:
Resignation Letter from Kevin L. Jones
October 18, 1999
To the Board of Directors
YP.Net, Inc.
Gentlemen:
It is with regret that I must inform you of
my decision to resign as the Chairman of the Board
and as a Board member from YP.Net, Inc. This action
is not taken lightly and arose due to a series of events.
A certain faction arose inside YP.Net, Inc.
that was seriously undermining the direction of the
Corporation and took actions or influenced individuals
to act in certain non-beneficial manners. This has
slowly been building since the acquisition of Telco
Billing, Inc.
I have tried to inform management and other
Board members of misrepresentations and ambiguities
as to the financial status of Telco Billing, Inc. and
its client base as represented to this Corporation.
This information concerning potential misrepresentation
and ambiguities has just recently come to my attention
through analysis work performed on the historical data
of Telco Billing, Inc.
In my recent letter to the Board, I requested that
this be investigated further to determine the extent and
nature and possible remedies available to the Corporation.
Through certain individuals I was made aware that this
would be placed in the record, but no action was going to
be taken at this time.
This is not acceptable to me. This therefore leaves
me no alternative, but to resign immediately.
Sincerely Yours,
____/s/ Kevin L. Jones______
Kevin L. Jones
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Exhibit 17ii:
Board of Directors' Response to the Resignation of
Kevin Jones
October 27, 1999
From: Board of Directors of RIGL Corporation RIGL Corporation
4840 East Jasmine,
Suite 105 Mesa, Arizona, 85205
This letter sets forth the response of the Board of
Directors' of YP.Net, Inc. (the "Company") to the
resignation letter of Kevin Jones dated October 18, 1999
notifying the Board of Directors of his resignation as a
Director of the Company.
On October 18, 1999 at 10:00 a.m., the Board
reconvened to continue a Board Meeting originally began on
October 11, 1999, to consider a letter presented to
the Board on October 18, 1999 by Kevin Jones alleging
certain misrepresentations regarding the financial condition
of Telco Billing, Inc. ("Telco") for the period ending May 31, 1999.
Contrary to Mr. Jones' resignation letter, the Board deemed
it in the best interest of the Company that it obtain an
independent review to clarify the allegations in Mr. Jones' letter
before taking any further action.
_____/s/Board of Directors for YP.Net, Inc._____
Board of Directors for YP.Net, Inc.
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EXHIBIT 17iii:
NOTICE OF RESIGNATION
Dated: November 1, 1999
TO: Board of Directors of RIGL Corporation RIGL Corporation
4840 East Jasmine, Suite 105 Mesa Arizona 85205
Fr: William D. O' Neal, Esquire NOTICE:
I have enjoyed a positive experience serving with each
of you as a member of the Board of Directors. As you know
I have held certain reservations about serving both as a
member of the board and as General Counsel to the Company.
As a result I have determined that I can no longer serve
as a member of the board and I hereby tender my resignation
in that capacity, effective immediately.
I look forward to continuing to work with each of
you as General Counsel and interim President to
YP.Net, Inc..
____/s/William D. O' Neal_____
William D. O' Neal
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