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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): May 14, 1999
Commission File No. 0-24833
FUTURELINK DISTRIBUTION CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Colorado 95-3895211
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
300, 250 - 6th Avenue S.W., Calgary, Alberta CANADA T2P 3H7
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(Address of principal executive offices) (ZIP Code)
(403) 216-6000
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(Regisrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
In accordance with the authority granted to the Registrant's directors by
the shareholders of the Registrant at their Annual Meeting held November 30,
1998, on May 14, 1999, the Board of Directors passed a resolution to amend the
Registrant's Articles to effect a reverse stock split on the basis of one new
share (or share acquisition right) for every five outstanding shares (or share
acquisition right).
The Registrant had found itself in the situation that the total number of
issued and outstanding shares of common stock, when combined with the number of
shares issuable upon conversion of outstanding share acquisition rights
(options, warrants and other convertible securities), exceeded the Registrant's
100,000,000 authorized shares of common stock limit.
The Registrant intends to file amended Articles with the Office of the
Colorado Secretary of State to formally effect this reverse stock split as soon
as possible. It is anticipated the Registrant's shares of common stock will
begin to trade on a post reverse split basis on June 1, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
99 News Release of the Registrant dated May 14, 1999
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FUTURELINK DISTRIBUTION CORP.
By: [signed: C. Chell] Date: May 17, 1999
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Cameron Chell, Chief Executive Officer
By: [signed: R. Kilambi] Date: May 17, 1999
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Raghu Kilambi, Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Page
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99 News Release of the Registrant, dated May 14, 1999 4
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EXHIBIT 99
FUTURELINK TO EFFECT
1 FOR 5 REVERSE SPLIT
CALGARY, ALBERTA, MAY 14, 1999 - FutureLink is pleased to announce that its
Board has passed a resolution to amend the Company's articles to effect a
reverse stock split on the basis of 1 new share (or share acquisition right)
for every 5 outstanding shares (or share acquisition rights).
"At our annual meeting in November, the shareholders authorized the Board of
Directors to effect a reverse split of up to 1 for 30," stated Raghu Kilambi,
FutureLink's CFO and a director of the Company. "However, the board decided
that a 1 for 5 reverse stock split was sufficient to properly structure
FutureLink's share capital to facilitate future growth, including the
possibilities of additional financings, acquisitions and a more senior listing
for FutureLink's stock."
With the Company's recent closing of a private placement led by Commonwealth
Associates for $8 million gross proceeds, the notes and warrants issued
increased the number of shares of common stock issuable upon conversion of all
outstanding share acquisition rights (option, warrants, other convertible
securities) such that on conversion, the number of shares would exceed the
Company's 100,000,000 authorized shares of common stock limit. An examination
of FutureLink's current capital structure (pre-reverse split) shows the
following:
<TABLE>
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Issued and Outstanding Common Stock: 30,000,000 shares (approx.)
Issuable on conversion of Commonwealth Notes: 40,000,000 shares
Issuable on exercise of Commonwealth Warrants: 40,000,000 shares
Issuable on exercise of other share acquisition rights: 45,000,000 shares (approx.)
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Total Pre-Reverse Split Shares (fully-diluted): 155,000,000 shares (approx.)
Total Post-Reverse Split Shares (fully-diluted): 31,000,000 shares (approx.)
</TABLE>
The impact of the reverse split will fall equally on all FutureLink
securityholders, including FutureLink's insiders. For example, a shareholder
who currently holds 1,000 shares of common stock, with a current market value
of approximately $1.40 per share, would hold 200 shares of common stock with an
adjusted market value (assuming today's trading price remains constant) of
$7.00 per share following this reverse split. Another example would be
warrants or employee stock options to acquire 1,000 shares of common stock at
an exercise price of $1.00 becoming warrants or options to acquire 200 shares
of common stock at an exercise price of $5.00 per share.
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Implementation of this reverse split remains subject to the Company's filing of
amended Articles with the Colorado Secretary of State. The mechanics of
effecting the reverse split, including the formal amendment of FutureLink's
Articles and the adjustments to outstanding share certificates, which will be
handled by the Company's Transfer Agent, should be completed within the next
two to three weeks. FutureLink expects that its shares will begin to trade on
a post-reverse split basis effective June 1, 1999. The Company will confirm
this date in a subsequent press release.
ABOUT FUTURELINK DISTRIBUTION CORP.
FutureLink is a founder of the Application Services Provider (ASP) industry.
According to Forrester Research Inc., this industry is projected to reach $20
billion by 2001. FutureLink provides small and mid-sized businesses (10-1,000
employees) with off-site, Internet-based computing, allowing subscribers to
escape hardware/software upgrade cycles, precisely control total cost of
technology ownership and focus on their core businesses. FutureLink's
expertise in application hosting on a monthly subscription basis, outsourcing
and facility management, and business practices consulting enables the company
to offer an all-inclusive, trouble-free service at a predictable price.
FutureLink, "The Computer Utility Company," offers computer and information
service as transparently and reliably as today's utilities deliver electricity,
water and telephone services. For more information, contact FutureLink
toll-free at (877) 216-6001; e-mail: [email protected]; or visit the
FutureLink Web site at http://www.futurelink.net.
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Forward-looking statements and comments in this news release are made pursuant
to safe harbor provisions of the Securities Exchange Act of 1934. Such
statements relating to, among other things, the prospects for the Company to
complete transactions and enhance operating results, are necessary subject to
risks and uncertainties, some of which are significant in scope and nature.
These risks may further be discussed in periodic reports and registration
statements to be filed by the Company from time to time with the Securities and
Exchange Commission in the future.
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