<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number 0-23901
GSV, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3979226
--------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
116 Newark Avenue, Jersey City, NJ 07302
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 234-5000
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes |X| No |_|
The number of shares of the Registrant's common stock, par value $.001 per
share, outstanding on May 10, 2000 was 10,689,228 shares.
<PAGE>
GSV, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page
PART I. FINANCIAL INFORMATION Number
------
<S> <C>
Item 1. Financial Statements:
Consolidated Balance Sheets as of March 31, 2000
(unaudited) and December 31, 1999 2
Consolidated Statements of Operations for the
Three Months Ended March 31, 2000 and 1999 (unaudited) 3
Consolidated Statements of Cash Flows for the
Three Months ended March 31, 2000 and 1999 (unaudited) 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 15
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. - Financial Statements
GSV, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
-------------- ---------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 5,813,000 $ 8,471,000
Accounts receivable, net of allowance for doubtful accounts
of $57,000 and $106,000, respectively 1,000,000 1,119,000
Inventories 197,000 282,000
Prepaid expenses and other current assets 758,000 937,000
-------------- ---------------
Total current assets 7,768,000 10,809,000
Investment 900,000 --
Property and equipment, net 944,000 1,032,000
Goodwill, net 12,393,000 13,137,000
Other assets 720,000 705,000
-------------- ---------------
Total assets $22,725,000 $25,683,000
============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,997,000 $ 4,383,000
Accrued liabilities 783,000 860,000
Current portion of capital lease obligation 71,000 74,000
-------------- ---------------
Total current liabilities 3,851,000 5,317,000
Deferred rent 82,000 84,000
-------------- ---------------
Total liabilities 3,933,000 5,401,000
-------------- ---------------
Stockholders' equity:
Common stock, $.001 par value; 75,000,000 shares authorized; 10,689,228
and 10,033,961 shares issued and outstanding, respectively 10,000 10,000
Additional paid-in capital 37,981,000 37,878,000
Accumulated deficit (19,199,000) (17,606,000)
-------------- ---------------
Total stockholders' equity 18,792,000 20,282,000
-------------- ---------------
Total liabilities and stockholders' equity $22,725,000 $25,683,000
============== ===============
</TABLE>
The accompanying notes to the unaudited consolidated financial statements
are an integral part of these balance sheets.
2
<PAGE>
GSV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------------
2000 1999
--------------- ---------------
<S> <C> <C>
Sales $1,825,000 $ --
Cost of sales 734,000 --
--------------- ---------------
Gross profit 1,091,000
Operating expenses:
Sales and marketing 1,283,000 --
General and administrative 868,000 648,000
Amortization of goodwill and other merger and
acquisition related costs 744,000 --
--------------- ---------------
Total operating expenses 2,895,000 648,000
--------------- ---------------
Loss from continuing operations before interest income (1,804,000) (648,000)
Interest income, net 79,000 122,000
--------------- ---------------
Loss from continuing operations (1,725,000) (526,000)
Discontinued operations:
Loss from operations (83,000) (1,312,000)
Estimated gain on disposal 215,000 --
--------------- ---------------
Total discontinued operations 132,000 (1,312,000)
--------------- ---------------
Net loss $ (1,593,000) $ (1,838,000)
=============== ===============
Basic and diluted net loss per common share:
loss per common share from continuing operations $ (0.17) $ (0.07)
effect of adjustable common stock warrants (0.30) --
--------------- ---------------
loss per common share from continuing operations including
effect of adjustable common stock warrants (0.47) (0.07)
loss per common share from discontinued operations (0.01) (0.18)
loss per common share from estimated gain on disposal of
discontinued operations 0.02 --
--------------- ---------------
Net loss per common share including effect of adjustable
common stock warrants $ (0.46) $ (0.25)
=============== ===============
Weighted average common shares outstanding,
basic and diluted 10,312,000 7,493,000
</TABLE>
The accompanying notes to the unaudited consolidated financial statements
are an integral part of these consolidated statements.
3
<PAGE>
GSV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------------
2000 1999
---------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,593,000) $ (1,838,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 112,000 162,000
Amortization of goodwill 744,000 --
Non-cash compensation expense 16,000 12,000
Minority interest -- (132,000)
Estimated gain on disposal of discontinued
operations (215,000) --
Increase (decrease) in cash from changes in:
Accounts receivable, net 119,000 77,000
Inventories 85,000 (129,000)
Prepaid expenses and other 179,000 (29,000)
Other assets (15,000) 63,000
Accounts payable (1,386,000) 902,000
Accrued liabilities (762,000) (668,000)
Deferred revenues -- (16,000)
Deferred rent (2,000) 29,000
---------------- ---------------
Net cash used in operating activities (2,718,000) (1,567,000)
---------------- ---------------
Cash flows from investing activities:
Purchases of property and equipment (24,000) (152,000)
---------------- ---------------
Cash flows from financing activities:
Proceeds from exercise of stock options 87,000 108,000
Payments of capital lease obligations (3,000) --
---------------- ---------------
Net cash provided by financing activities 84,000 108,000
---------------- ---------------
Net decrease in cash (2,658,000) (1,611,000)
Cash and cash equivalents, beginning of period 8,471,000 12,285,000
---------------- ---------------
Cash and cash equivalents, end of period $ 5,813,000 $10,674,000
================ ===============
Supplemental cash flow information:
Cash paid for interest $ 5,000 $ 3,000
</TABLE>
The accompanying notes to the unaudited consolidated financial statements
are an integral part of these consolidated statements.
4
<PAGE>
GSV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Description of the Business and Basis of Presentation
GSV, Inc. and subsidiaries (the "Company") is an Internet incubator and
investment company. It also continues to operate Tools for Living its direct
response and online consumer retail division. In February of 2000 the Company
announced a change in its core strategy to an Internet incubator and investment
model, and simultaneously announced its intention to discontinue the operations
of its remaining operating divisions with the exception of Tools for Living.
Through its Internet incubator and investment operations, the Company
aims to identify and develop attractive early stage Internet companies, and to
provide these companies, as needed, with management, marketing, financing
(including early stage seed capital), human resources, accounting resources, use
of its facilities and its extensive expertise in business development. In
exchange for these services the Company will seek equity positions in these
companies commensurate with the level and nature of services provided and the
stage of their development.
The information presented as of March 31, 2000, and for the three-month
periods ending March 31, 2000 and 1999, is unaudited, but, in the opinion of
management of the Company, the accompanying unaudited consolidated financial
statements contain all adjustments (consisting only of normal recurring
adjustments) which the Company considers necessary for the fair presentation of
the Company's financial position as of March 31, 2000, the results of its
operations for the three-month periods ended March 31, 2000 and 1999 and its
cash flows for the three-month periods ended March 31, 2000 and 1999. The
consolidated financial statements included herein have been prepared in
accordance with generally accepted accounting principles and the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. These consolidated financial statements should be read in conjunction
with the Company's audited consolidated financial statements and accompanying
notes for the year ended December 31, 1999, included in the Company's Annual
Report on Form 10-K as filed with the Securities and Exchange Commission.
Certain prior period amounts have been reclassified to conform to the current
period presentation.
2. Business Combinations
Effective June 1, 1999 the Company acquired all of the outstanding common
stock of The Magellan Group, Inc. ("Magellan"), an online and direct response
retailer of high quality personal care, home and health related products. The
acquisition was accounted for as a purchase, and accordingly, the results of
Magellan are included in the Company's consolidated financial results beginning
on the date of acquisition.
5
<PAGE>
The pro forma combined consolidated financial information for the three
months ended March 31, 1999, as though Magellan had been acquired on January 1,
1999, would have resulted in net sales of $1,586,000 and a net loss of
$2,352,000 and basic and diluted net loss per share of ($0.31). The pro forma
net loss includes amortization of goodwill of $719,000. This unaudited pro forma
combined consolidated financial information is presented for illustrative
purposes only and is not necessarily indicative of the consolidated results of
operations in future periods or the results that actually would have been
realized had the Company and Magellan been a combined company during the
specified periods.
3. Discontinued Operations
In February of 2000, the Company announced a change in its core strategy
to an Internet incubator and investment model, and simultaneously announced its
intention to discontinue all operations with the exception of Tools for Living.
Consequently, the operations of the Company's Cybershop.com division were
discontinued. In February of 2000, the Company entered into a letter of intent
to sell electronics.net to two former executives of the Company. The Company has
been operating electronics.net since that time. The letter of intent to sell
electronics.net has been terminated, and in May of 2000, the online retail
operation of electronics.net were discontinued. As a result, the consolidated
financial statements and accompanying notes reflect both Cybershop.com and
electronics.net as discontinued operations. An estimated loss on disposal
relating to Cybershop.com of $435,000 was reflected in the Company's
consolidated statement of operations for the year ended December 31, 1999.
Actual results for the quarter ended March 31, 2000 for Cybershop.com included
operating losses of $346,000, a $1,000,000 gain on the sale of the cybershop.com
domain name, and reductions in the carrying amounts of current assets and fixed
assets of $120,000 and $415,000, respectively. In the first quarter of 2000, the
provision was reduced by $250,000 reflecting lower than anticipated losses for
Cybershop.com. Included in the estimated loss on disposal in the first quarter
of 2000 are estimated operating losses associated with electronics.net from the
measurement date of March 31, 2000 through the disposal date of May 5, 2000 of
$35,000. The net provision for discontinued operations as of March 31, 2000 is
$340,000. Total revenues applicable to electronics.net during the three months
ended March 31, 2000 and 1999 were $413,000 and $326,000, respectively. Total
losses generated by electronics.net during the three months ended March 31, 2000
and 1999 were $118,000 and $137,000, after minority interest, respectively.
The carrying value of the assets and liabilities of electronics.net as of March
31, 2000 are as follows:
Accounts receivable, net $295,000
Prepaid expenses and other current assets 69,000
Property plant and equipment, net 32,000
Other assets 636,000
Current liabilities (864,000)
-------------
Net liabilities of discontinued operation $168,000
=============
6
<PAGE>
4. Investment
In conjunction with the sale of the operating assets of the discontinued
Cybershop.com operating division, in March of 2000, the Company completed the
sale of its cybershop.com domain name and customer lists. In exchange, the
Company received (i) $100,000 in cash and (ii) equity in a privately owned
company valued at approximately $900,000. The investment is valued on the cost
basis in the accompanying consolidated balance sheet as of March 31, 2000.
5. Shareholders' Equity
Pursuant to the terms of a private placement of equity securities of
the Company, completed on December 8, 1999, the Company issued 613,486 shares of
common stock in February 2000 upon the exercise of common stock warrants
("adjustable common stock warrants"), at an effective exercise price of $.001
per share.
6. Stock Option Plan
During the three months ended March 31, 2000, options to purchase
approximately 500,000 shares of the Company's Common Stock were granted, at
market value on date of grant, to an employee under the 1998 Stock Option Plan.
7. Net Loss Per Common Share
Basic and diluted net loss per common share is calculated by dividing
net loss per common share after effect of adjustable common stock warrants, as
explained below, by the weighted average number of shares of common stock
outstanding during the period as follows:
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
-------------------------------------------------------------------------------------
2000 1999
---------------------------------------- ----------------------------------------
Per Per
Loss Shares Share Loss Shares Share
<S> <C> <C> <C> <C> <C> <C>
Loss from continuing operations $ (1,725,000) 10,312,000 $(0.17) $ (526,000) 7,493,000 $(0.07)
Effect of adjustable common
stock warrants (3,163,000) (0.30) -- --
--------------- ------------ ---------- ---------------- ------------ ----------
Loss from continuing
operations including effect
of adjustable common stock
warrants (4,888,000) 10,312,000 (0.47) (526,000) 7,493,000 (0.07)
Loss from discontinued operations (83,000) (0.01) (1,312,000) (0.18)
Estimated gain on disposal of
discontinued operations 215,000 0.02 -- --
--------------- ------------ ---------- ---------------- ------------ ----------
Net loss including effect of
adjustable common stock
warrants $ (4,756,000) 10,312,000 $(0.46) $(1,838,000) 7,493,000 $(0.25)
=============== ============ ========== ================ ============ ==========
</TABLE>
In calculating the effect on the basic and diluted net loss per common
share calculation, of the common stock issued as a result of the adjustable
common stock warrants exercised by the parties to the December 8, 1999 private
placement, the market value of the Company's common stock on the day before the
stock was issued, $5.16, was multiplied by the number of common shares issued
upon exercise of these warrants, resulting in a valuation for loss per common
share purposes of $3,163,000.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Safe Harbor for Forward-Looking Statements
From time to time, the Company may publish statements which are not
historical facts, but are forward-looking statements relating to such matters as
anticipated financial performance, business prospects, technological
developments, new products, research and development activities and similar
matters. The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from historical and anticipated results or other expectations
expressed in the Company's forward-looking statements. Such forward-looking
statements may be identified by the use of certain forward-looking terminology,
such as "may," "will," "expect," "anticipate," "intend," "estimate," "believe,"
"goal," or "continue," or comparable terminology that involves risks or
uncertainties. Actual future results and trends may differ materially from
historical results or those anticipated depending on a variety of factors,
including, but not limited to, those set forth under "Overview" and "Liquidity
and Capital Resources" included in this Management's Discussion and Analysis of
Financial Condition and Results of Operations. Particular attention should be
paid to the cautionary statements involving the Company's limited operating
history, the unpredictability of its future revenues, the unpredictable and
evolving nature of its key markets, the intensely competitive on-line commerce
environment, the Company's dependence on its strategic alliances and key
suppliers and distributors, and the risks associated with capacity constraints,
systems development, the management of growth, the inherent risks and
uncertainties of litigation, the risks of new business areas, as well as such
risks (or others) that exist to any portfolio company in which the Company
invests. Except as required by law, the Company undertakes no obligation to
update any forward-looking statement, whether as a result of new information,
future events or otherwise. Readers, however, should carefully review the facts
set forth in other reports or documents that the Company has filed or files from
time to time with the SEC.
Overview
GSV, Inc. and subsidiaries (the "Company") is an Internet incubator and
investment company. It also continues to operate Tools for Living its direct
response and online consumer retail division. In February of 2000, the Company
announced a change in its core strategy to an Internet incubator and investment
model, and simultaneously announced its intention to discontinue the operations
of its remaining operating divisions with the exception of Tools for Living.
Tools for Living began operating in the second quarter of 1999, through
the acquisition of The Magellan Group, Inc. ("Magellan") and offers high quality
merchandise in the personal care, health and home accessories categories as
promoted through direct response print media campaigns in national consumer
magazines as well as through its web site.
Through its Internet incubator and investment operations, the Company aims
to identify and develop attractive early stage Internet companies, and to
provide these companies, as needed, with management, marketing, financing
(including early stage seed capital), human resources, accounting resources, use
of its facilities and its extensive expertise in business development. In
exchange for these services the Company will seek equity positions in these
companies commensurate with the level and nature of services provided and the
stage of their development.
8
<PAGE>
Results of Operations
Three Months Ended March 31, 2000 compared to Three Months Ended March 31, 1999.
Sales: Sales are comprised of sales of products, net of returns and outbound
shipping and handling charges. Total sales for the three months ended March 31,
2000 were $1,825,000. Sales of one item, obtained from a single supplier,
accounted for approximately 56% of net sales. Unfulfilled orders for product
as of March 31, 2000 were approximately $1,000,000. As of May 11, 2000, the
balance of unfulfilled orders were reduced to approximately $500,000.
Cost of revenues: Cost of revenues consists of the cost of products sold to
customers and shipping costs. Cost of sales for the three months ended March 31,
2000 were $734,000 and gross profit margins were 59.8%
Sales and marketing: Sales and marketing primarily consists of advertising,
fulfillment, promotional costs and related payroll expenses. Sales and marketing
expenses were $1,283,000 for the three months ended March 31, 2000. Sales and
marketing was higher than expected as a percentage of sales at approximately
70%, due to the higher than usual level of unfulfilled orders and lower than
anticipated demand produced from advertising placed in the current quarter and
the fourth quarter of the prior year.
General and administrative: General and administrative expenses consist
primarily of payroll and payroll related expenses for administrative,
information technology, accounting, and management personnel, recruiting, legal
fees, and general corporate expenses. General and administrative expenses
increased by 34%, or $220,000 to $868,000 in the first quarter of 2000 from
$648,000 in the first quarter of 1999. General and administrative expenses in
the prior period reflect general corporate overhead, whereas the first quarter
of 2000 contains both general corporate overhead as well as expenses related to
the Tools for Living operation.
Amortization of goodwill and other merger and acquisition related costs:
Amortization of goodwill and other merger and acquisition related costs of
$744,000 in the first quarter of 2000 consists of goodwill associated with the
purchase of Magellan which is being amortized on a straight line basis over five
years.
Interest income, net: Interest income decreased $43,000 to $79,000 in the first
quarter of 2000 from $122,000 in the first quarter of 1999. The decrease is
primarily the result of a decrease in average cash and cash equivalents.
Net Losses: Loss from continuing operations increased by $1,199,000 from
$526,000 in the first quarter of 1999, or ($0.07) per basic and diluted common
share, to $1,725,000 in the first quarter of 2000, or ($0.17) per basic and
diluted common share. After the effect of adjustable common stock warrants, loss
per common share from continuing operations was ($0.47) in 2000. Net loss
decreased by $245,000 from $1,838,000 in the first quarter of 1999, or ($0.25)
per basic and diluted common share, to $1,593,000 in the first quarter of 2000,
or ($0.15) per basic and diluted common share. After the effect of adjustable
common stock warrants net loss per common share was ($0.46) in the first quarter
of 2000.
9
<PAGE>
Liquidity and Capital Resources
Net cash used in operations was $2,718,000 and $1,567,000 for the three
months ended March 31, 2000 and 1999, respectively, primarily as a result of
a reduction in accounts payable and accrued liabilities totaling $2,148,000.
Current assets other than cash decreased $383,000 in the first quarter of 2000
from $2,338,000 at December 31, 1999, to $1,955,000, reflecting lower sales in
the later half of the quarter and therefore lower levels of receivables, prepaid
advertising and inventory.
Net cash used in investing activities during the first three months of
2000 was $24,000 as compared to $152,000 in the same period of the prior year.
Both periods use of cash primarily related to purchases of computer equipment
and software.
Net cash provided by financing activities during the first three months of
2000 was $84,000 as compared to $108,000 in the same period of the prior year.
Sources of cash during both periods were primarily the result of proceeds on the
exercise of employee stock options.
The Company believes that its existing capital resources will enable it to
maintain its operations at existing levels for at least the next twelve months.
The Company is, however, currently considering the funding requirements
associated with its new Internet incubator and investment operations, including
the need for additional debt and/or equity financing. The sufficiency of the
Company's capital resources is substantially dependent upon the number of
investments the Company funds. Accordingly it is difficult to project the
Company's capital needs. However, the Company will evaluate potential
investments in terms of its then existing capital resources and the availability
of additional debt or equity financing and will ultimately decide on an
investment according to the sufficiency of those resources to fund the potential
investment as well as continuing operating requirements. There can be no
assurance that any additional financing or other sources of capital will be
available to the Company upon acceptable terms, if at all. The inability to
obtain additional financing, when needed, would have a material adverse effect
on the Company's business, financial condition and operating results, and could
significantly slow the pace of development of its new Internet incubator and
investment operations.
10
<PAGE>
Litigation
In March and April 2000, twelve purported class actions entitled Ames v.
Cybershop, Ezeir v. Cybershop, Fuechtman v. Cybershop, Kaufman v. Cybershop,
Goldenberg v. Cybershop, Marino v. Cybershop, Waldarman v. Cybershop, Page v.
Cybershop, Young v. Cybershop, Johnson v. Cybershop, Hitzing v. Cybershop, and
Gerber v. Cybershop were filed in the United States District Court for the
District of New Jersey against the Company and certain of its current and former
officers and directors. The complaints in those actions allege that defendants
violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by
making or causing the Company to make materially false and misleading statements
about the Company. The Company intends to vigorously defend these actions.
The Company continues to focus on developing its new Internet incubator and
investment strategy and continues to make progress. Unfortunately, the progress
has been hampered and delayed by the resulting legal actions filed against the
Company which have been both a distraction to the Company and its management and
an impediment to potential transactions.
11
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
Item
No. Item Title
- --- ----------
2. Plan of acquisition, reorganization, arrangement, liquidation or
succession: None
3. Articles of Incorporation:
3.1 Certificate of Incorporation, as amended (Incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1. File
No. 333-42707).
3.2 Certificate of Amendment of The Certificate of Incorporation of
Cybershop International, Inc. (Incorporated by reference to Exhibit
3.2 of the Registrant's Report on Form 10Q for the fiscal quarter
ended June 30, 1999. File No. 000-23901)
3.5 Certificate of Merger of GSV, Inc into Cybershop.com, Inc.
(Incorporated by reference to Exhibit 3.5 of the Registrant's Form 10K
for the year ended December 31, 1999. File No. 000-23901)
By-Laws:
3.4 By-Laws as currently in effect (Incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1 (File No.
333-42707).
4. Instruments defining the rights of security holders, including
debentures:
4.1 Specimen of Certificate for Common Stock (Incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1. File
No. 333-42707)
4.2 Form of Warrant dated September 30, 1999 issued to Strong River
Investments, Inc. and Montrose Investments L.P. (Incorporated by
reference to Exhibit 4 D to the Company's Registration Statement on
Post Effective Amendment on Form S-3. File No. 333-75507).
4.3 Form of Warrant dated September 30, 1999 issued to Strong River
Investments, Inc. and Montrose Investments L.P. (Incorporated by
reference to Exhibit 4 E to the Company's Registration Statement on
Post Effective Amendment on Form S-3. File No. 333-75507).
4.4 Form of Warrant dated December 8, 1999 issued to Strong River
Investments, Inc. and Montrose Investments L.P. (Incorporated by
reference to Exhibit 4 D to the Company's Registration Statement on
Post Effective Amendment on Form S-3. File No. 333-92861).
4.5 Form of Warrant dated December 8, 1999 issued to Strong River
Investments, Inc. and Montrose Investments L.P. (Incorporated by
reference to Exhibit 4 E to the Company's Registration Statement on
Post Effective Amendment on Form S-3. File No. 333-92861).
9. Voting Trust Agreements: None
10. Material Contracts:
10.1 Stock Purchase Agreement dated March 24, 1999, by and between Edward
Mufson and Cybershop International, Inc. (Incorporated by reference to
Exhibit 10.1 of the Registrant's Report on Form 10Q for the fiscal
quarter ended March 31, 1999. File No. 000-23901)
10.2 Employment Agreement dated March 24, 1999, by and between Edward
Mufson and Cybershop International, Inc. (Incorporated by reference to
Exhibit 10.2 of the Registrant's Report on Form 10Q for the fiscal
quarter ended March 31, 1999. File No. 000-23901)
10.3 Employment Agreement dated February 7, 1999, by and between Jeffrey
Leist and Cybershop International, Inc.(Incorporated by reference to
Exhibit 10.3 of the Registrant's Report on Form 10Q for
<PAGE>
the fiscal quarter ended March 31, 1999. File No. 000-23901)
10.4 Form of Officer and Director Indemnification Agreement (Filed as
exhibit 10.4 to the Company's Registration Statement on Form S-1,
effective March 20, 1998. File No. 333-42707)
10.5 1998 Stock Option Plan of the Company (Filed as exhibit 10.5 to the
Company's Registration Statement on Form S-1, effective March 20,
1998. File No. 333-42707)
10.6 1998 Directors' Stock Option Plan (Filed as exhibit 10.6 to the
Company's Registration Statement on Form S-1, effective March 20,
1998. File No. 333-42707)
10.7 Agreement and Plan of Merger by and among Cybershop International,
Inc., MG Acquisition Corp., The Magellan Group, Inc., Ian S. Phillips
and Howard J. Kuntz III dated as of June 1, 1999 (incorporated by
reference to Exhibit 2.1 of the Registrant's Current Report on Form
8-K. File No. 0-23901)
10.8 Employment Agreement dated June 1, 1999, by and between Ian S.
Phillips and MG Acquisition Corp which is a wholly owned subsidiary of
Cybershop International, Inc. (Incorporated by reference to Exhibit
10.2 of the Registrant's Report on Form 10Q for the fiscal quarter
ended June 30, 1999. File No. 000-23901)
10.9 Warrant Agreement dated as of March, 1998 between the Company and C.E.
Unterberg, Towbin and Fahnstock & Co., Inc., including Warrant
Certificate of the Company (Filed as exhibit 10.9 to the Company's
Registration Statement on Form S-1, effective March 20, 1998. File No.
333-42707)
10.10 Employment Agreement dated June 1, 1999, by and between Howard J.
Kuntz III and MG Acquisition Corp which is a wholly owned subsidiary
of Cybershop International, Inc. (Incorporated by reference to Exhibit
10.3 of the Registrant's Report on Form 10Q for the fiscal quarter
ended June 30, 1999. File No. 000-23901)
10.11 Securities Purchase Agreement dated September 30, 1999 among
Cybershop.com, Inc., Strong River Investments, Inc. and Montrose
Investments, L.P. (Incorporated by reference to Exhibit 10.4 of the
Registrant's Report on Form 10Q for the fiscal quarter ended September
30, 1999. File No. 000-23901)
10.12 Registration Rights Agreement dated September 30, 1999 among
Cybershop.com, Inc., Strong River Investments, Inc. and Montrose
Investments, L.P. (Incorporated by reference to Exhibit 10.4 of the
Registrant's Report on Form 10Q for the fiscal quarter ended September
30, 1999. File No. 000-23901)
10.13 Securities Purchase Agreement dated December 8, 1999 among
Cybershop.com, Inc., Strong River Investments, Inc. and Montrose
Investments, L.P. (Incorporated by reference to Exhibit 10.13 of the
Registrant's Form 10K for the year ended December 31, 1999. File No.
000-23901.)
10.14 Registration Rights Agreement dated December 8, 1999 among
Cybershop.com, Inc., Strong River Investments, Inc. and Montrose
Investments, L.P. (Incorporated by reference to Exhibit 10.14 of the
Registrant's report on Form 10K for the year ended December 31, 1999.
File No. 000-23901.)
10.15 General release dated February 14, 2000, by and between Jeffrey Leist
and Cybershop.com, Inc. (Incorporated by reference to Exhibit 10.15 of
the Registrant's report on Form 10K for the year ended December 31,
1999. File No. 000-23901.)
10.16 Modification to Employment Agreement dated February 7, 1999, by and
between Jeffrey Leist and Cybershop.com, Inc., dated March 29, 2000
(Incorporated by reference to Exhibit 10.16 of the Registrant's report
on Form 10K for the year ended December 31, 1999. File No. 000-23901.)
10.17 Severance Agreement and General release dated January 20, 2000, by
and between Edward Mufson and Cybershop.com, Inc. (Incorporated by
reference to Exhibit 10.17 of the Registrant's report on Form 10K for
the year ended December 31, 1999. File No, 000-23901.)
10.18 Employment Agreement dated February 7, 2000, by and between Kevin S.
Miller and Cybershop.com, Inc.(Incorporated by reference to Exhibit
10.18 of the Registrants report on Form 10K for the year ended
December 31, 1999. File No 000-23901.)
10.19 Agreement dated January 12th, 2000, by and between Tops Appliance
City, Inc. and Cybershop Holding Corp, which is a wholly owned
subsidiary of Cybershop.com, Inc. (Incorporated by Reference to
Exhibit 10.19 of the Registrant's report on Form 10K for the year
ended December 31, 1999. File No 000-23901.)
11. Statement re computation of per share earnings: Statement regarding
<PAGE>
computation of per share earnings is not required because the computation
can be readily determined from the material contained in the financial
statements included herein.
13. Annual report to security holders: None
16. Letter re change in certifying accountant: None
18. Letter re change in accounting principles: None
21. Subsidiaries of the registrant: Filed herewith.
22. Published report regarding matters submitted to vote of security holders:
None
23. Consent of Arthur Andersen LLP: Not applicable.
24. Power of Attorney: None
27. Financial Data Schedule, which is submitted electronically to the
Securities and Exchange Commission for information only (Filed herewith).
99. Additional Exhibits: None
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 15, 2000 By: /s/ Jeffrey S. Tauber
Jeffrey S. Tauber
Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
Date: May 15, 2000 By: /s/Stephen Del Vecchia
Stephen Del Vecchia
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
15
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