SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) January 28, 2000
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JAWS Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 7371 98-0167013
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1013-17th Avenue S.W. Calgary, Alberta, Canada T2T 0A7
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (403) 508-5055
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On December 9, 1999, JAWS Technologies, Inc., a Nevada Corporation
("JAWS U.S."), through its wholly owned subsidiary, JAWS Acquisition Corp.
("JAC"), made an offer to purchase all of the shares of common stock and
warrants of Offsite on the basis of 0.3524 of an exchangeable share of JAC for
each common share of Offsite and one exchangeable share purchase B warrant of
JAC for each common share purchase B warrant of Offsite. The offer provided that
each JAC exchangeable share would be exchanged for one share of JAWS common
stock following the effective date of an SEC registration statement to be filed
by JAWS under the Securities Act of 1933 to register its shares of common stock
issuable upon the exchange of the JAC exchangeable shares. Each JAC warrant
would have substantially the same terms and conditions as the corresponding
Offsite warrant exchanged therefor, except that instead of receiving an Offsite
share upon exercise, the holder will receive 0.3524 of an exchangeable share.
On January 28, 2000, the JAC offer expired and JAC acquired a total of
14,325,839 common shares of Offsite, representing approximately 96.1% of the
total number of common shares outstanding and 839,000 common share purchase B
warrants, representing approximately 92.7% of the total number of common share
purchase B warrants, were tendered by Offsite shareholders in response to the
offer made by JAC. All of the conditions to the offer have been satisfied or
waived, and all of the common shares and common share purchase B warrants
deposited under the offer and not withdrawn, have been taken up and paid for by
JAC. It is the intention of JAWS to acquire all of the common shares and common
share purchase B warrants of Offsite not tendered in the offer, through the
compulsory acquisition provisions available under corporate legislation in
Alberta.
Offsite, a Calgary based company incorporated in 1995, provides
management services for automated Internet based back up, storage and recovery
of computer data. Using Offsite's software, a customer's selected computer files
are scanned for changed data. The client data is then compressed and transmitted
to a mainframe data centre in Calgary. Client data is transmitted to the data
centre over a variety of networks depending on the client's needs including the
public switched telephone network, the Internet, cable services and fibre optic
networks. Managed data centre facility services are provided by SHL Systemhouse
Inc. of Ottawa, Ontario.
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Other information surrounding the transaction, including the
consideration to be paid and an amendment to the Pre-Acquisition Agreement is
described in previous 8-K Current Report filings made on November 15, 1999 and
December 13, 1999.
Item 7. Financial Statements and Exhibits.
(a) and (b). The fiancial statements and proforma financial information,
required as part of this Current Report on Form 8-K, will be filed not later
than 60 days from Frebruary 14, 2000 as an amendment to this report.
(c) Exhibits
2.1 Pre-Acquisition Agreement, dated November 4, 1999, among
JAWS Technologies, Inc., a Nevada corporation, JAWS
Technologies Inc., an Alberta corporation, and Offsite
Data Services Ltd., an Alberta corporation.*
2.2 Amendment to Pre-Acquisition Agreement, dated December 2,
1999, among JAWS Technologies, Inc., a Nevada corporation,
JAWS Technologies Inc., an Alberta corporation, and
Offsite Data Services Ltd., an Alberta corporation.**
23.1 Consent of PricewaterhouseCoopers LLP.***
99.1 Press Release, dated November 4, 1999.*
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* Previously filed with the registrant's Current Report on Form 8-K,
filed with the Commission on November 15, 1999.
** Previously filed with the registrant's Current Report on Form
8-K/A, filed with the Commission on December 13, 1999.
*** To be filed by amendment.
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SIGNATURES
Pursuant to the requirements set forth in 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.
Date: February 25, 2000 JAWS TECHNOLOGIES, INC.
By: /s/ Vikki Robinson
Name: Vikki Robinson
Title: Corporate Secretary
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EXHIBIT INDEX
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2.1 Pre-Acquisition Agreement, dated November 4, 1999, among JAWS
Technologies, Inc., a Nevada corporation, JAWS Technologies Inc., an
Alberta corporation, and Offsite Data Services Ltd., an Alberta
corporation.*
2.2 Amendment to Pre-Acquisition Agreement, dated December 2, 1999, among
JAWS Technologies, Inc., a Nevada corporation, JAWS Technologies Inc.,
an Alberta corporation, and Offsite Data Services Ltd., an Alberta
corporation.**
23.1 Consent of PricewaterhouseCoopers LLP.***
99.1 Press Release, dated November 4, 1999.*
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* Previously filed with the registrant's Current Report on Form 8-K,
filed with the Commission on November 15, 1999.
** Previously filed with the registrant's Current Report on Form 8-K/A,
filed with the Commission on December 13, 1999.
*** To be filed by amendment.
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