GO ONLINE NETWORKS CORP
8-K, 2000-09-20
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                                 UNITED  STATES
                     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):   September 5, 2000
                               --------------------

                       Go  Online  Networks  Corporation
     ---------------------------------------------------------------------------
          (Exact  name  of  registrant  as  specified  in  its  charter)

                                   Delaware
     ---------------------------------------------------------------------------
                (State  or  other  jurisdiction  of  incorporation)

             O-23845                                        33-0873993
     ----------------------                     --------------------------------
    (Commission File Number)                   (IRS Employer Identification No.)

                5681 Beach  Blvd., Suite 101/100, Buena Park, CA 20621
     ---------------------------------------------------------------------------
                  (Address of principal executive offices)   (Zip  Code)

                               (714)  736-0988
                              -----------------
           Registrant's  telephone  number,  including  area  code:

                               Not applicable
                        ---------------------------------
                     (Former  name,  address  and  telephone  number)

                                        1
<PAGE>


ITEM  2.  ACQUISITION  OR  DISPOSITION  OF  ASSETS

     (a)  On September 5, 2000, Go Online Networks Corporation ("GONT") acquired
Digital West Marketing,  Inc. ("Digital West"),  a computer service  firm  based
in  Chatsworth,  California, north  of  Los  Angeles.

     GONT completed the acquisition of Digital West in accordance with the terms
of  an  Amended  and  Restated  Reorganization and Stock Purchase Agreement (the
"Acquisition  Agreement").  In  accordance  with the Acquisition Agreement, GONT
acquired  100%  of  the  stock  of  Digital  West  from  Andrew  Hart,  its sole
shareholder in consideration for (i) $825,000  in cash,  (ii)  750,000 shares of
GONT  restricted  common  stock and (iii) 750,000 options  to purchase shares of
GONT  restricted  common  stock  at  an exercise price of  $0.22 per share for a
period of two years.  The cash purchase price was held in  escrow  and  used  to
pay  off 100% of Digital West's obligation to Pacific Century  Bank  as well  as
to  repay  certain outstanding accounts payable and accrued  expense obligations
of  Digital  West.

     GONT  also entered into an employment agreement with Andrew Hart, President
of  Digital  West,  who  remains  as  President  of  Digital  West.  Mr.  Hart's
employment  agreement  provides  for a term of three years with an annual salary
equal  to  2%  of  Digital  West's  gross  income up to $15,000,000 and 1.25% of
Digital  Wests annual sales in excess of $15,000,000.  For the first six months,
Mr.  Hart  will receive a guaranteed monthly salary against those percentages of
$15,000  per month, with $12,000 guaranteed subsequent to such six month period.
Mr.  Hart  will  also  receive a cash bonus equal to 15% of the total cumulative
EBITDA  of  Digital West less $825,000 and any and all funds advanced to Digital
West  by GONT.  Mr. Hart will also receive stock options to purchase GONT common
stock  as  follows:  At  the  end  of year one, Mr. Hart will become eligible to
purchase  250,000 shares of stock at $0.22 per share; at the end of year two Mr.
Hart  will  become eligible to purchase an additional 200,000 shares of stock at
$0.40  per  share; and at the end of year three Mr. Hart will become eligible to
purchase  an additional 200,000 shares of stock at $0.80 per share.  All options
granted  are  exercisable  for  two  years  from  the  date  of  grant.

                                        2
<PAGE>

     The  consideration  exchanged  pursuant  to  the  Acquisition Agreement was
negotiated between Digital West through its President, Andrew Hart, and GONT.

        In  evaluating  Digital  West  as  a candidate for the acquisition, GONT
used  criteria  such as the value of the assets of Digital West, its substantial
customer  base  including  major  retail  customers, and its computer repair and
refurbishment business.  GONT determined that the  consideration  for the merger
was  reasonable.

     GONT  obtained  the  funds for the cash purchase price of Digital West from
cash  on  hand  in  its  acquisition  of  Netstrat,  Inc. and investments of
certain convertible debentures.

        (b)  GONT  intends  to  continue  the historical businesses and proposed
businesses  of Digital West as  set  forth  more  fully  immediately  below.

NATURE  OF  BUSINESS

Digital  West  is  a  provider  of  repair and logistic services to the personal
computer  ("PC")  hardware  industry.  Logistic  services  include  sourcing and
distributing  spare  parts,  inventory  management,  warranty claims processing,
parts  repair  and related functions, including notebook repair.  The foundation
of  Digital  West's  logistic  services  is  its  ability  to  provide accurate,
efficient  and  rapid  delivery  of  repair  parts  and  repaired  units  to its
customers.  Service  providers  purchase  replacement  parts for the service and
repair  of  PCs and peripherals.  These parts may be purchased directly from the
original  equipment  manufacturer  ("OEM")  or  from  any  of  the  hundreds  of
independent distributors, including  Digital  West.  Digital West's inventory of
parts  include  logic boards, controllers, disk drives, monitors, memory boards,
cables and related  hardware.  Digital West has established vendor relationships
for repair parts with leading OEMs,  including  Compaq,  Dell, NEC/Packard Bell,
Hewlett Packard and Sony Electronics. To complement its distribution operations,
Digital West seeks to supply additional value-added services to OEMs and service
providers to allow OEMs and service providers to outsource a substantial portion
of  their  logistic  services.

Digital  West  believes  an  important  factor in an OEM's decision to outsource
logistic  services functions is the extent to which such an arrangement relieves
the  OEM of functions outside of the OEM's core competencies.  These service and
warranty  logistics  areas  often  include  repair  activities.  To support this
function  and  encourage OEMs to consider outsourcing functions to Digital West,
Digital  West  maintains  its  own  repair  operations.  The  principal business
objectives  of  repair  services  are to provide centralized rapid turnaround of
computer  repair  and  subsystem  repair  capabilities  to  OEMs.  Digital  West
believes  its  repair  capabilities are an important aspect of the full range of
value-added  services  it  offers.

                                        3
<PAGE>

Digital  West's principal offices and mailing address are 9540 Cozycroft Avenue,
Chatsworth,  CA  91311, and its telephone number is (818)718-7500.  Digital West
was  incorporated  in  California  in  January,  1996.

OPERATIONS

Digital  West conducts its repair services and parts distribution and processing
business  principally  from  its  24,000  square foot distribution center at its
facility  located  in  Chatsworth,  CA. Recognizing the immediate demands of its
service  customers,  Digital  West established an automated and integrated order
processing  and  distribution  system  which  allows  Digital  West  to  provide
efficient  and  accurate  delivery of products on a next day basis. Digital West
has  also  established  a  system for receiving, recording and warehousing daily
supply shipments. All parts maintained in Digital West's inventory are bar coded
and  tracked  throughout  the  facility through Digital West's computer network.
Parts are received daily from OEMs and other suppliers, bar coded and shelved in
Digital  West's  warehouse  for  quick  access  based on real-time daily demand.

In  addition,  many  PC and peripheral replacement parts are remanufactured from
returned goods in need of repair. For example, a part may no longer work because
one  of  its  many  components is defective. When a service provider purchases a
replacement  for  a  defective part, the defective part ("core") may be returned
for  credit.  The core may then be repaired and resold as a remanufactured part.
Service  providers  often  prefer  remanufactured  parts  because  they  have
performance  specifications  equivalent  to  newly manufactured parts at a lower
cost. This aspect of the PC parts business requires that Digital West distribute
new  or  remanufactured parts to its customers, collect defective but repairable
parts  and  remanufacture  those  parts  which  are  then  offered  for  resale.
Therefore,  unlike  many  distribution  businesses,  products  flow  to and from
Digital  West  and  its customers, and to and from its suppliers. In addition to
new  parts  being received and shelved daily, cores are also received daily from
customers,  sorted  and  distributed  to  repair  services.  Following  the
remanufacturing  of  a  core,  it  is  bar  coded  and  replaced  in  inventory.

Because many of Digital West's customers are familiar with and have ready access
to  the  Internet,  Digital  West  has  expanded  its  Internet customer service
functions.

                                        4
<PAGE>

SERVICES

Digital  West  offers  a  wide range of value-added logistic services to service
providers  and  OEMs.  These  services capabilities, in combination with Digital
West's  core  distribution  expertise,  effectively allow Digital West to handle
many  of  the  hardware  related post-sales support functions for its customers.

Digital  West  has  entered  into service provider alliances with several of its
customers.  Generally,  these  types of arrangements may be terminated by either
party  at any time, but Digital West enters into service provider alliances with
the  expectation that these arrangements will lead to long-term relationships or
contracts  with  those  parties.

Digital  West  seeks  arrangements  with OEMs of PCs and peripherals to handle a
defined  portion  of  the  related  parts  distribution  and warranty processing
functions.  Under  the  terms  of  such  an OEM outsourcing arrangement, the OEM
directs some or all of its customers and dealers to Digital West for some or all
of  the  OEM's  warranty  and non-warranty parts business. Digital West believes
these  arrangements  benefit OEMs by reducing infrastructure needs, reducing the
amount of capital committed by the OEM to the non-core segments of its business,
and improving customer service and responsiveness. Digital West believes that as
a  specialist  in  managing  the  key  business  functions associated with parts
distribution,  which  includes  its expertise in two-way distribution logistics,
Digital  West  is  able  to provide parts and related logistic services at lower
costs and greater reliability than the manufacturers themselves can provide such
services.

                                        5
<PAGE>

Digital  West  believes  that its repair capabilities are an important aspect of
the  full  range  of  value-added  services  it  offers  to OEMs in an effort to
outsource  larger  functions  of  the  OEM's  service  and  warranty  logistics
functions.  The  offerings  of repair services include rapid turnaround notebook
repair,  subsystem  repair  and  component refurbishment. Regarding the notebook
repair  operations, Digital West is capable of receiving, repairing and shipping
the  repaired  notebook  back  to  the  customer within 24 hours of its receipt.
Subsystem  repair  is  provided  at the component-level for LCD panels, computer
boards  and  power  supplies.  Repair  services has entered into notebook repair
arrangements with Dell. These arrangements may generally be terminated by either
party  at  any time, but Digital West enters into them with the expectation that
these  arrangements  will  lead  to  long-term relationships with those parties.

Digital  West  also  recently  began  to remanufacture parts that are tested and
reworked by Digital West prior to sale.  Many of Digital West's customers prefer
a  remanufactured part over a new part because the remanufactured part often has
the  performance  specifications equivalent to a new part, but costs less.  This
process  was  developed  to  fill  the  recognized  market  demand for reliable,
competitively  priced  parts.

MANAGEMENT  INFORMATION  SYSTEMS

Digital  West maintains sophisticated information systems to improve efficiency,
process  orders,  monitor  operations,  manage inventory risks, offer faster and
higher  levels  of service, and provide innovative logistic services to OEMs and
service  providers.  These  on-line  systems provide management with information
concerning sales, inventory levels, customer payments and other operations which
are  essential for Digital West to operate efficiently and to enable it to offer
additional  services.  Digital West has invested in advanced telecommunications,
electronic  mail  and  messaging,  automated  fax  technology,  bar-coding  and
automated  inventory  management.

Digital  West has also developed capabilities which allow pre-approved customers
to  place orders via the world-wide web, reducing the order processing costs for
both  Digital  West and the customer. Digital West believes that this capability
will increasingly become a requirement by many customers and some suppliers and,
accordingly,  Digital  West  will  continue  to  invest  in  enhancing  those
capabilities.

                                        6
<PAGE>

SALES  AND  MARKETING

Digital West views logistic services as a value-added service business. As such,
sustaining the growth of Digital West is dependent upon building and maintaining
relationships  and  loyalties  with  service providers as well as OEMs.  Digital
West  maintains a service provider sales force. Account managers are assigned to
maintain  relationships  with  Digital  West's largest national accounts and are
assigned  other  accounts  based  on the customers' market segment. Digital West
also  has  a  separate  sales  force  focusing  on  OEM  repair  and outsourcing
arrangements.  Digital West's sales representatives visit major OEMs and service
providers  and attend various trade shows. Digital West advertises its parts and
services in recognized trade magazines, participates in trade shows, distributes
news  releases, and makes direct mailings to potential customers. Customers rely
upon  Digital  West's  advertisements,  newsletters  and  frequent mailings as a
source  of  product  information,  including  pricing. In addition, Digital West
maintains  a  presence  on  the  world-wide  web.

Digital  West  provides  comprehensive  training  to  its  sales  and  account
representatives  regarding  technical  characteristics  of  products and Digital
West's  policies  and  procedures.

CUSTOMERS  AND  SUPPLIERS

Digital  West  sells parts to customers throughout the United States, Canada and
Latin  America,  as  well  as  in  other  countries.

Digital  West  depends  on  numerous  suppliers to provide Digital West with the
parts  it  sells.  There  are generally no long-term supply agreements governing
Digital  West's  relationships  with its major suppliers. Digital West's primary
supply  arrangements are thus subject to termination or curtailment at any time,
with  little  or  no advance notice. Although management expects no such loss to
occur,  the  refusal  or  inability of any major manufacturer to ship to Digital
West, or an increase in prices charged to Digital West as compared to the prices
charged  by  such  manufacturers  to  service  providers,  could have a material
adverse  effect  on  Digital  West.

COMPETITION

Digital  West  is  a  leading provider of repair and logistic services to the PC
repair  and  maintenance  industry. These logistic services include distribution
and  sourcing  of  spare  parts,  inventory  management,  warranty claims, parts
remanufacturing  and  related  functions.

                                        7
<PAGE>

The  market for Digital West's products is large but fragmented.  Competition in
the  industry  is  widespread  and  comes  from  other  independent distributors
(including  various  small independents) that are not affiliated with an OEM, as
well  as from the OEMs themselves. When OEMs act as distributors, they typically
distribute  only  their  own  products.  Independent  distributors  typically
distribute  a  variety  of  manufacturers'  parts.  Among  Digital  West's major
independent  competitors is The Cerplex Group, PC Service Source., Genicom Corp.
and  Service  Electronics.  Certain  of these competitors, such as the OEMs, are
large  and have substantially greater financial and other resources than Digital
West.

Digital  West  believes  that  its  growth  is  attributable  to  its ability to
consistently  process  customer  orders  and supply needed parts on demand, with
rapid  delivery,  and  at  competitive  prices.  Management  believes that these
competitive  factors  will  continue  to  govern  customer  decisions  in  the
foreseeable  future.


ITEM  3.  BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable

ITEM  4.  CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     Not  applicable.

                                        8
<PAGE>
ITEM  5.  OTHER  EVENTS

     Not  applicable.

ITEM  6.  RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

        Not  applicable.

ITEM  7.  FINANCIAL  STATEMENTS

        The  financial  statements  of  Digital West for the fiscal years ending
December 31, 1998 and 1999 and  for  the  six months ended June 30, 2000 will be
provided  within  the time periods required under Form 8-K.  Pro forma financial
statements will also be provided at such time.


ITEM  8.  CHANGE  IN  FISCAL  YEAR

        Not  applicable.

EXHIBITS

1.1.     Reorganization and Stock Purchase Agreement between Digital West
         Marketing, Inc. and Go Online Networks Corporation, dated as of
         August 4, 2000.

1.2.     Employment Agreement between Digital West Marketing, Inc. and
         Andrew Hart dated as of August 31, 2000.

                                        9
<PAGE>
                                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.

                                            GO  ONLINE  NETWORKS  CORPORATION

                                            By  /s/  Joseph  M.  Naughton
                                              ----------------------------------
                                              Chief  Executive Officer, Director

Date:  September 20,  2000

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<PAGE>


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