SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
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) December 2, 1999
JAWS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
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7371 . . . . . . . . . . 98-0167013
(Commission File Number) (IRS Employer Identification Number)
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1013 17TH AVENUE SW T2T 0A7
CALGARY, ALBERTA CANADA
(Address of principal executive offices)
(403) 508-5055
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
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On December 2, 1999, JAWS Technologies, Inc., a Nevada Corporation ("JAWS
U.S.") entered into an agreement (the "Amendment Agreement") with Jaws
Acquisition Corp., an Alberta corporation ("JAC"), Jaws Technologies Inc., an
Alberta corporation ("Jaws Canada") and Offsite Data Services Ltd., an Alberta
corporation ("Offsite") ("collectively, the "parties") to amend the
pre-acquisition agreement dated November 2, 1999 between JAWS U.S., Jaws Canada,
and Offsite dated November 2, 1999 (the "Pre-Acquisition Agreement").
The Pre-Acquisition Agreement is amended by the Amendment Agreement in that
the offer to purchase all of the outstanding common shares of the capital stock
of Offsite (the "Offer") is now being made by JAWS US through its wholly owned
subsidiary JAC in the place of Jaws Canada.
The obligation of JAWS US and JAC to make the Offer is subject to the
opinion of Bennett Jones, Canadian Counsel to JAWS U.S and JAC, that the
exchangeable shares being offered by JAC that are exchangeable into shares of
JAWS U.S. are eligible for holding within Canadian Registered Retirement Savings
Plans. JAC will not be making an application to list the exchangeable shares
issued to Offsite shareholders on a recognized stock exchange in Canada.
The obligation of the Offsite board of directors to recommend the Offer is
subject to the receipt of a fairness opinion satisfactory to the board of
directors of Offsite acting reasonably, and the opinion of Bennett Jones.
The Offer is to be mailed to the shareholders and warrantholders of Offsite
before 11:59 p.m. Calgary time on December 10, 1999 and the expiry time for the
Offer shall be 4:30 p.m. Calgary Time on January 4, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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Financials
None
Exhibits
Exhibit A - Pre-Acquisition Agreement with the following schedule:
Schedule A - Amendment to Pre-Tender Agreement with Trent Johnsen
SIGNATURE
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.
JAWS TECHNOLOGIES, INC.
By:/s/Robert J. Kubbernus
------------------------
Robert J. Kubbernus, President
Date: December 9, 1999
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EXHIBIT A
This Agreement dated December 2, 1999,
Between Jaws Technologies Inc., a Nevada company ("Jaws US"), Jaws Acquisition
Corp., an Alberta corporation ("JAC"), Jaws Technologies Inc., an Alberta
corporation ("Jaws Canada"), and Offsite Data Services Ltd., an Alberta
corporation ("Offsite") (collectively, the "parties").
For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree that the Pre-Acquisition Agreement
dated November 2, 1999 between Jaws US, Jaws Canada and Offsite (the
"Pre-Acquisition Agreement") will be amended as follows:
1. In this Agreement, capitalized terms not otherwise defined herein will have
the meanings ascribed to them in the Pre-Acquisition Agreement;
2. The Offer will be made by Jaws US through its wholly owned subsidiary JAC.
JAC is hereby made a party to the Pre-Acquisition Agreement instead of and in
the place of Jaws Canada, except that Jaws Canada will remain a party to the
Pre-Acquisition Agreement solely for the purpose of giving its representations
and warranties in Article 6 of the Pre-Acquisition Agreement;
3. The obligation of Jaws US and JAC to the make the Offer shall be subject to
receipt of an opinion of Bennett Jones that the Exchangeable Shares shall be
RRSP eligible whether or not they are listed on a public exchange.
4. The obligation of the Offsite Board to recommend the Offer shall be subject
to: (i) receipt of a fairness opinion satisfactory to the Offsite Board acting
reasonably, and (ii) receipt of an opinion of Bennett Jones that the
Exchangeable Shares shall be RRSP eligible whether or not they are listed on a
public exchange.
4.1 Jaws US and JAC will use their best efforts to obtain the opinion of Bennett
Jones referred to in paragraphs 3 and 4 of this Agreement.
5. JAC and Jaws US shall mail the Offer to the shareholders and warrantholders
of Offsite before 11:59 p.m. Calgary time on December 10, 1999. The Initial
Expiry Time for the Offer shall be 4:30 p.m. Calgary Time on January 4, 2000.
6. Section 11.4 of the Pre-Acquisition Agreement is amended to the extent that
Jaws US and JAC shall proceed expeditiously to make the registrations referred
to therein.
7. The conditions precedent contained in section 2.1(f) of the Pre-Acquisition
Agreement shall be amended as follows:
(a) Section 2.1(f)(i) is amended such that the Alberta Securities Commission
shall have provided the approval referred to therein no later than December 9,
1999;
(b) Section 2.1(f)(ii) shall be amended such that the execution and delivery by
the ODS Founders of the pre-tender agreements referred to therein shall be
subject to the approval of the Alberta Securities Commission referred to in
section 6.(a) of this Agreement;
(c) Section 2.1(f)(iii) is amended such that the ODS Founders shall have entered
into the escrow agreements referred to therein no later than December 9, 1999;
and
(d) Section 2.1(f)(v) is amended such that the date November 14, 1999 is deleted
in its entirety and replaced with the date December 9, 1999; and
8. Section 11.7 of the Pre-Acquisition Agreement is deleted in its entirety.
9. Section 5.4 of the Pre-Acquisition Agreement is deleted in its entirety and
replaced with Schedule AA" hereto.
10. The Pre-Acquisition Agreement is amended only to the extent as provided for
herein and otherwise remains in full force and effect.
The parties hereto execute this Agreement as of December 2, 1999.
JAWS TECHNOLOGIES INC. JAWS TECHNOLOGIES INC.
Per:________________ Per:_________________
OFFSITE DATA SERVICES LTD. JAWS ACQUISITION CORP.
Per:_________________ Per:__________________
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SCHEDULE A
This Agreement dated December 2, 1999,
Between Jaws Technologies, Inc., a Nevada company ("Jaws US"), Jaws Acquisition
Corp., an Alberta corporation ("JAC"), Jaws Technologies Inc., an Alberta
corporation ("Jaws Canada"), and Offsite Data Services Ltd., an Alberta
corporation ("Offsite"), and Trent Johnsen are collectively, the "parties").
For good and valuable consideration, and the payment of each party to the other
of ONE DOLLAR in lawful Canadian currency, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. In this Agreement, capitalized terms not otherwise defined herein will have
the meanings ascribed to them in the Pre-Acquisition Agreement;
2. The pre-tender agreement of Trent Johnsen, as contemplated in the
Pre-Acquisition Agreement dated November 2, 1999, is hereby amended such that
its effectiveness is conditional upon the opinion of Bennett Jones being set
forth in the offering circular relating to the Offer, that the Exchangeable
Shares shall be RRSP eligible; and
3. The parties hereto will take all such steps as are reasonably necessary to
carry out the intent of this Agreement.
The parties hereto execute this Agreement as of December 2, 1999.
JAWS TECHNOLOGIES INC. JAWS TECHNOLOGIES INC.
Per:________________ Per:_________________
OFFSITE DATA SERVICES LTD. JAWS ACQUISITION CORP.
Per:_________________ Per:__________________
_______________________ _______________________
witness TRENT JOHNSEN
