JAWS TECHNOLOGIES INC /NY
8-K, 2000-09-18
COMPUTER PROGRAMMING SERVICES
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                       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)         August 22, 2000



                             JAWS Technologies, Inc.
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             (Exact name of registrant as specified in its charter)


Delaware                            7371                        98-0167013
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(State or other jurisdiction     (Commission                  (I.R.S. Employer
of incorporation)                File Number)               Identification No.)




          12 Concorde Gate, Suite 900. Toronto, Ontario, Canada M3C 3N6
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               (Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code:     (416) 444-9273
                                                    ----------------------------




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          (Former name or former address, if changed since last report)




NY/301202.1

<PAGE>



Item 2.  Acquisition or Disposition of Assets.

         On August 22, 2000,  JAWS  Technologies,  Inc., a Delaware  Corporation
("JAWS"),  entered into a Share Purchase  Agreement (the Betach Agreement") with
Jaws  Acquisition   Canada  Corp.,  an  Alberta,   Canada,   corporation  and  a
wholly-owned  subsidiary  of  JAWS  ("JACC"),  and  each  of the  other  parties
signatory  thereto,  pursuant to which JACC issued  1,120,000 JACC  exchangeable
shares (the  "Exchangeable  Shares") to the  shareholders of both Betach Systems
Inc.("BSI) and the shareholders of Betach Advanced Solutions Inc.  ("BASI"),  in
exchange for 100% of the outstanding  shares of BSI and BASI.  This  transaction
closed on September 7, 2000. Each  Exchangeable  Share is exchangeable  into one
share of common  stock of JAWS  pursuant to the terms set forth in the  relevant
transaction  documents.

Of the 1,120,000  Exchangeable  Shares issued to the BSI and BASI  shareholders,
holders of 375,335  Exchangeable  Shares have  certain  registration  rights set
forth in the Betach Agreement. Within 90 days of the closing, JAWS has agreed to
include  373,335 shares of JAWS common stock in a  registration  statement to be
filed with the Securities and Exchange Commission to register the resale of such
shares of JAWS common stock in accordance  with the  Securities  Act of 1933, as
amended.  Upon  effectiveness  of such  registration  statement,  holders of the
Exchangeable  Shares can exchange  such shares for shares of JAWS common  stock,
and may, subject to certain limitations, effect the resale thereof.

Of the 1,120,000  Exchangeable  Shares issued to the BSI and BASI  shareholders,
JAWS has placed 369,600  Exchangeable  Shares in escrow (the "Escrowed Shares"),
to be released on the first (1st)  anniversary  of the closing  date  subject to
certain earn-out  provisions.  The earn-out  provisions  require certain revenue
targets be achieved for the Escrowed Shares to be released.

Founded in 1998, both BSI and BASI focus their business on medium to large-sized
organizations  that  have a desire  to  utilize  Internet  tools to solve  their
business  problems in a secure  manner.  The success of the  Internet  has had a
positive  effect on the  creation  of  specialized  development  tools,  network
infrastructure,  and security  products and  services.  By  automating  existing
business  processes  using Internet  technologies,  organizations  can eliminate
redundancies, increase productivity and lower the cost of doing business, making
the Internet the new critical  channel and tool to maintain the competitive edge
in business. In addition,  BSI and BASI have established a strategic alliance in
the  wireless  security  market  with Nokia as the first  Nokia WAP  Development
Partner in Western North America.



NY/301202.1

<PAGE>




ITEM 7.  Financial Statements and Exhibits.

         (a).  and  (b).  The  financial  statements  and  pro  forma  financial
information,  required as part of this Current  Report on Form 8-K will be filed
not later than 60 days from September 18, 2000, as an amendment to this report.

         (c) Exhibits

         2.1  Share  Purchase  Agreement,  dated  August  22,  2000,  among JAWS
              Technologies,   Inc.,   JAWS   Acquisition   Canada   Corp.,   the
              shareholders  of Betach  Systems  Inc.,  and the  shareholders  of
              Betach Advanced Solutions Inc.

         2.2  Support Agreement, dated August 1, 2000 between JAWS Technologies,
              Inc. and JAWS Acquisition Canada Corp.*

         2.3  Voting and Exchange Trust Agreement, dated August 1, 2000, between
              JAWS  Technologies,   Inc.,  JAWS  Acquisition  Canada  Corp.  and
              Montreal Trust Company of Canada.*

         4.1  Form of Warrant  Certificate  made by JAWS  Technologies,  Inc. in
              favor  of  the   shareholders  of  Betach  Systems  Inc.  and  the
              shareholders of Betach Advanced Solutions Inc.

         4.2  List of  warrantholders  with respect to whom JAWS issued warrants
              pursuant to the Form of Warrant  Certificate  set forth in Exhibit
              4.1: Randy Walinga,  Stephanie  Muzyka,  Lawrence  Gordey and Soon
              Chong.

         23.1 Consent of Ernest & Young LLP (BSI and BASI)*

----------------------
* Incorporated  by reference to JAWS' current report on Form 8-K, filed with the
Securities and Exchange Commission on September 11, 2000.

** To be filed by amendment.


NY/301202.1

<PAGE>



                                   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:  September 18, 2000                  JAWS TECHNOLOGIES, INC.

                                           By:  /s/ Riaz Mamdani
                                                -------------------------------
                                                Name:  Riaz Mamdani
                                                Title: Chief Financial Officer



NY/301202.1

<PAGE>



                                 EXHIBIT INDEX


         2.1  Share  Purchase  Agreement,  dated  August  22,  2000,  among JAWS
              Technologies,   Inc.,   JAWS   Acquisition   Canada   Corp.,   the
              shareholders  of Betach  Systems  Inc.,  and the  shareholders  of
              Betach Advanced Solutions Inc.

         2.2  Support Agreement, dated August 1, 2000 between JAWS Technologies,
              Inc. and JAWS Acquisition Canada Corp.*

         2.3  Voting and Exchange Trust Agreement, dated August 1, 2000, between
              JAWS  Technologies,   Inc.,  JAWS  Acquisition  Canada  Corp.  and
              Montreal Trust Company of Canada.*

         4.1  Form of Warrant  Certificate  made by JAWS  Technologies,  Inc. in
              favor  of  the   shareholders  of  Betach  Systems  Inc.  and  the
              shareholders of Betach Advanced Solutions Inc.

         4.2  List of  warrantholders  with respect to whom JAWS issued warrants
              pursuant to the Form of Warrant  Certificate  set forth in Exhibit
              4.1: Randy Walinga,  Stephanie  Muzyka,  Lawrence  Gordey and Soon
              Chong.

         23.1 Consent of Ernest & Young LLP (BSI and BASI)**

--------

* Incorporated  by reference to JAWS' current report on Form 8-K, filed with the
Securities and Exchange Commission on September 11, 2000.

** To be filed by amendment.


NY/301202.1



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