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): March 31, 2000
NETGAIN DEVELOPMENT, INC
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(Exact name of registrant as specified in its charter)
COLORADO 0-23123 84-0856436
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State or other (Commission (IRS Employer
Jurisdiction of Incorporation File Number) Identification No.)
152 WEST 57TH STREET, 40TH FLOOR, NEW YORK, NEW YORK 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 765-2914
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective March 31, 2000, NetGain Development Inc. (the "Company")
completed its acquisition of privately held CoolAudio.com, Inc., a
business-to-business e-tailing enabler and e-retailer of "best in class" home
entertainment products from around the world ("CoolAudio"). The acquisition was
memorialized in an Agreement and Plan of Merger between NetGain, CoolAudio and a
wholly-owned subsidiary of the Company pursuant to which each outstanding share
of CoolAudio was converted into .08 of a share of the Company. As a result of
the acquisition, CoolAudio.com has become a wholly owned operating subsidiary of
the Company and the Company has issued 2,057,671 shares of its common stock as
well as options and warrants to purchase shares of the Company's common stock to
CoolAudio's security holders. The Company will file financial statements for the
combined entities within 60 days.
Founded in 1998, CoolAudio's mission is to create a new-breed home
entertainment company that will leverage the best of the Internet, traditional
retail and customized, in-home services to offer "best of class" audio and video
products in all price ranges from leading manufacturers around the world.
Headquartered in New York City, CoolAudio has fulfillment and customer support
operations in Charlottesville, Virginia. CoolAudio online audio/visual experts
provide customer service 5 days a week, which will be augmented by a nationwide
network of authorized dealers and installers for localized support - - including
full in-home installation and setup. By offering a select list of U.S. and
foreign-made products with a no-risk return policy, CoolAudio's mission is to
bring the audiophile experience to anyone with a browser by customizing home
entertainment to meet every individual's tastes and budgets.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements for the combined entities will be filed within
60 days.
(b) Exhibits
2.1 Agreement and Plan of Merger dated as of March 20, 2000, among the
Company, NetGain Acquisition, Inc. and CoolAudio.com, Inc.(1)
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(1) To be filed by amendment.
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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.
NETGAIN DEVELOPMENT, INC
April 28, 2000 By: /s/ Andreas Typaldos
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Andreas Typaldos
Chairman of the Board and
Chief Executive Officer
