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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): July 27, 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
On July 27, 1999, the Registrant announced that it had closed a private
placement financing for gross proceeds of $15,000,000. The securities sold by
the Registrant were units consisting of (i) 8% senior subordinated notes which
mature in two years or will convert into the type and respective amount of
securities issued by the company in its next round of financing or, in certain
circumstances, will convert to common stock at $8.50 per share; and (ii)
warrants providing 15% warrant coverage (i.e. warrants to purchase 2,250,000
shares of common stock granted as part of the $15,000,000 of units subscribed
for) exercisable at $8.50 per share. Commonwealth Associates, L.P. of New York
acted as the Registrant's placement agent in this offering of securities and
received commissions and placement fees equal to 9% of the gross proceeds of the
offering as well as 225,000 agent's warrants also exercisable at $8.50 per
share.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c.) Exhibits
99 News Release of the Registrant dated July 27, 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.
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By: [signed: C. Chell] Date: July 30, 1999
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Cameron Chell, Chief Executive Officer
By: [signed: R. Kilambi] Date: July 30, 1999
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Raghu Kilambi, Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Page
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99 News Release of the Registrant dated July 27, 1999 4
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EXHIBIT 99
FUTURELINK CLOSES $15 MILLION OF NEW FINANCING
Additional Working Capital to Fund Aggressive Growth
Plans of Founding Application Service Provider
IRVINE, CALIF., JULY 27, 1999 - FutureLink Distribution Corp. (NASD-OTC-BB:FLNK)
is pleased to announce that it has today closed a $15 million financing.
Commonwealth Associates LP of New York acted as the company's placement agent
for the offering.
This financing involved the issuance of senior subordinated convertible notes
and warrants. The notes mature in two years or will convert into the type and
respective amount of securities issued by the company in its next round of
financing or, in certain circumstances, will convert to common stock at $8.50
per share. Investors also received a total of 2,250,000 warrants entitling the
holders to purchase common stock at an exercise price of $8.50 per share. The
pricing of this financing represents an approximate 800 percent increase over
the pricing of the company's last major financing completed in early May 1999.
"This $15 million financing is almost double the size of the previous round of
financing the company completed this past May and reflects the investment
community's strong support of FutureLink's business model," said Raghu Kilambi,
FutureLink's CFO. "Investors in this round included technology hedge funds,
merchant banking arms of investment banks, and significant technology private
investors. This additional financing gives FutureLink a strong capital position
to aggressively grow its ASP business, seek strategic growth initiatives and
fund deposits under its agreement to acquire Micro Visions."
ABOUT COMMONWEALTH ASSOCIATES
Commonwealth Associates LP (http://www.comw.com), established in 1988, is a New
York merchant and investment bank dedicated to creating long-term value for
investors. Commonwealth focuses on investments in well-managed, emerging
micro-cap or small-cap growth companies. With over 70 professionals devoted to
all areas of investment banking and brokerage activities, Commonwealth offers a
full range of value-added services.
Since 1995, Commonwealth has managed over $400 million of financings through
over 60 transactions, most as sole or lead manager. Examples of recent portfolio
companies include iMall, Inc. (Nasdaq: IMAL), Think New Ideas, Inc. (Nasdaq:
THNK) and ProxyMed, Inc. (Nasdaq: PILL).
ABOUT FUTURELINK DISTRIBUTION CORP.
FutureLink is a founder of the Application Services Provider (ASP) industry.
According to Forrester Research Inc., the application outsourcing market 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 minimize hardware/software upgrade cycles, precisely
control total cost of technology ownership and focus on their core businesses.
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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 necessarily subject to
risks and uncertainties, some of which are significant in scope and nature.
These risks may be further 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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