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): October 30, 1998
JVWEB, INC.
(Exact name of registrant as specified in its Charter)
Delaware 000-24001 76-0552098
(State or other (Commission File (IRS Employer
jurisdiction of Incorporation) Number) Identification
Number)
5444 Westheimer, Suite 2080, Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (713) 622-9287
N/A
(Former address if changed since last report)
ITEM 2.
ACQUISITION OR DISPOSITION OF ASSETS
On July 31, 1998, JVWeb, Inc., a Delaware corporation (the "Company"),
entered into an Asset Purchase Agreement (the "Agreement") to acquire from
Market Data Corporation, a Texas corporation, and Time Financial Services, Inc.,
a Nevada Corporation (collectively, "Sellers"), all of Sellers' respective
assets (collectively, the "Assets") comprising Sellers' financial publication
know as "Wall Street Whispers" (the "Publication"). The Assets included all
machinery, equipment, inventories, contracts, employees, copyrights, trademarks,
trade names, service marks (including the registered "Wall Street Whispers"
name), business names and any and all other intangible rights whatsoever, used
in connection with the Publication.
The Agreement provided that title to the Assets would be transferred to
the Company upon full payment of the purchase price for the Assets (the
"Purchase Price"). The Purchase Price of the Assets was $140,000. The Company
paid a $25,000 downpayment and three installments each in the amount of $10,000
towards the Purchase Price. The Company was also required to pay a final balloon
installment (the "Final Installment") in the amount of $85,000 by October 15,
1998. The Agreement provided that, if the Company failed to pay timely the Final
Installment when due, Sellers may immediately terminate the Agreement and be
freed from their obligations to transfer ownership of the Assets to the Company.
In such event, the Company would forfeit all payments made on the Purchase Price
thus far.
Subsequent to the execution of the Agreement, the decline in the stock
market during August 1998, the subsequent stock market volatility and the
Company's concerns related to the overall financing of the transaction, raised
serious doubts as to the desirability of consummating the acquisition of the
Publication. After the extension of the due date for the Final Installment
twice, and after an exhaustive analysis of this acquisition and the
consideration of several additional acquisition opportunities, the Company
proposed to Sellers that they mutually terminate the proposed sale and
acquisition of the Publication. On October 30, 1998, the Company and Sellers
executed a termination agreement and mutual releases, mutually terminating the
proposed sale and acquisition. Consistent with the terms of the Agreement,
Sellers were permitted to retain all prior payments on the Purchase Price.
There is no, and not been any, material relationship between Sellers,
on the one hand, and the Company or any of the Company's affiliates, any
director or officer of the Company, or any associate of any director or officer
of the Company, on the other hand.
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.
JVWEB, INC.
(Registrant)
Date: November 6, 1998 By: /s/ Greg J. Micek
Greg J. Micek, President
