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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 10, 1999
Commission File No. 0-24833
FUTURELINK DISTRIBUTION CORP.
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(Exact Name of Registrant as Specified in Its Charter)
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Colorado 95-3895211
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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300, 250 - 6th Avenue S.W., Calgary, Alberta CANADA T2P 3H7
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(Address of principal executive offices) (ZIP Code)
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(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
Effective May 10, 1999, the Registrant's board of directors accepted the
resignation of Robert H. Kohn as a director. In his stated reasons for
resigning, Mr. Kohn referred to the high level of commitment required by his
duties with other companies with which he is involved and his inability to
devote the time necessary to properly serve as a director of FutureLink. Mr.
Kohn made no reference to any disagreement with the Registrant on any matter
relating to the Registrant's operations, policies or practices and the
Registrant is not aware of any such disagreements. A copy of Mr. Kohn's letter
of resignation which was sent to the Registrant's Chairman of the Board is
attached as an Exhibit hereto.
Concurrent with the acceptance of Mr. Kohn's resignation, the Registrant's
board of directors appointed Michael S. Falk as a director to fill the vacancy
created by Mr. Kohn's resignation. Mr. Falk is Chairman and Chief Executive
Officer of Commonwealth Associates ("Commonwealth"), which firm recently
completed a private placement financing on behalf of the Registrant as placement
agent (see the Registrant's Form 8-K filed May 7, 1999). Pursuant to an agency
agreement between the Registrant and Commonwealth dated April 14, 1999, the
Registrant is obligated to nominate a Commonwealth nominee to its board of
directors. The vacancy created by Mr. Kohn's resignation allowed the Registrant
to meet this obligation earlier than anticipated, Mr. Falk being Commonwealth's
nominee to the board.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c.) Exhibits
17 Letter of Resignation of Robert H. Kohn dated May 3, 1999
99 News Release of the Registrant dated May 12, 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: May 14, 1999
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Cameron Chell, Chief Executive Officer
By: [signed: R. Kilambi] Date: May 14, 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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17 Letter of Resignation of Robert H. Kohn dated May 3, 1999 4
99 News Release of the Registrant dated May 12, 1999 5
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EXHIBIT 17
ROBERT H. KOHN
P.O. BOX 529
PEBBLE BEACH, CALIFORNIA 93953
May 3, 1999
Dear Cameron:
As we discussed early last month, I hereby resign as a member of the Board of
Directors of FutureLink Distribution Corp., including any and all subsidiaries
and affiliate companies thereof, effective immediately.
As I mentioned, my reasons for this are personal and well considered. For the
balance of the year, I expect that my work for other companies will prevent me
from devoting the time necessary for me to properly carry out my
responsibilities as a director.
I have enjoyed working with you over the past year and please let me know if
there is anything further I can do for you, the company, its Board or its
management. Thank you.
Best regards,
[signed: Robert H. Kohn]
Cameron Chell
Chairman of the Board
FUTURELINK DISTRIBUTION CORP.
Suite 300, 250 - 6th Avenue S.W.
Calgary, Alberta T2P 3H7
CANADA
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EXHIBIT 99
MICHAEL S. FALK JOINS FUTURELINK BOARD
CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF COMMONWEALTH ASSOCIATES
JOINS FUTURELINK'S BOARD OF DIRECTORS
CALGARY, ALBERTA, MAY 12 1999 - FutureLink Distribution Corp. (NASD:OTC:BB:
FLNK) is pleased to announce that Michael S. Falk has agreed to join
FutureLink's Board of Directors effective May 10, 1999. Falk is replacing Robert
Kohn, currently Chairman of GoodNoise Corporation, a growing Internet record
company in Palo Alto, California. Kohn is stepping down as a director of
FutureLink due to his increased obligations at GoodNoise.
Michael Falk is Co-founder, Chairman and Chief Executive Officer of Commonwealth
Associates (www.comw.com). Over the past 15 years, he has led the successful
consummation of more than 60 public and private equity financings raising in
excess of $1 billion for early-stage and emerging-growth companies in the
technology, telecommunications, leisure, healthcare and consumer services
fields. More recently, Falk has led Commonwealth's transition into the Internet
sector and various related businesses.
Falk is a graduate of the Stanford University Executive Program for Smaller
Companies and holds a B.A. degree with honors in Economics from Queens College.
"I am happy to be joining FutureLink's board as an independent director which
already boasts external directors of the caliber of Phil Ladouceur, Chairman of
MetroNet Communications (NASDAQ: METNF); Bryson Farrill, former Chairman of
Scotia McLeod (USA) Inc. and Robert Kubbernus, Chairman and CEO of Jaws
Technologies Inc. (NASD: OTC: BB: JAWZ)," said Falk. "I am impressed with
FutureLink's track record and growth potential."
"We wish Bob Kohn continued success at GoodNoise. He has played a key role in
building FutureLink over the past 15 months and we were most fortunate to have
his counsel. We are very pleased to welcome Michael Falk to the Board," said
FutureLink's Chairman, President and CEO, Cameron Chell. "Commonwealth
Associates led our recent $8 million oversubscribed financing and we are looking
forward to Michael's active contribution to FutureLink's growth strategy."
ABOUT FUTURELINK
Based in Calgary, Alberta, 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
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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 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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