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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): April 26, 2000
Commission File No. 0-24833
FUTURELINK CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4763404
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100, 6 Morgan, Irvine, California 92618
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(Address of principal executive offices) (ZIP Code)
(949) 837-8252
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
A. On January 20, 2000, we commenced legal proceedings in Canada against
Cameron Chell, various other former employees of and consultants to our company
and various other defendants alleging that these defendants misappropriated a
corporate opportunity in breach of fiduciary and contractual obligations. Most
of these defendants made counterclaims against us seeking, among other things,
damages for interference with their economic interests and for severance
compensation in the form of cash and stock options.
We entered into a settlement agreement with the defendants effective April
26, 2000 that has the following key terms: (i) Mr. Chell will be entitled to
exercise options to acquire 175,000 shares of common stock that were scheduled
to vest June 1, 2000, (ii) Mr. Chell or his nominee shall pay to us $400,000 in
settlement of a related party debt that involved Mr. Chell, and (iii) all other
claims have been dropped by all parties, who have provided mutual releases, with
the claim and counterclaims to be discontinued.
B. On April 28, 2000, we entered into a Securities Purchase Agreement with
Pequot Private Equity Fund II, L.P. and Pequot Endowment Fund, L.P.
(collectively "Pequot") and an Amended and Restated Registration Rights
Agreement with Pequot and certain other investors, whereby we issued to Pequot
1,746,704 shares of common stock together with warrants to purchase 441,176
shares of common stock at an exercise price of $9.25 per share. We raised just
under $15,000,000 from this private offering.
Copies of the Securities Purchase Agreement, the Amended and Restated
Registration Rights Agreement, and the Form of Warrant were filed as exhibits to
our Second Amendment to the Registration Statement on Form SB-2 filed on May 3,
2000, and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) EXHIBITS:
4.1 Amended and Restated Registration Rights Agreement dated April 28, 2000
between the Registrant, Pequot Private Equity Fund II, L.P., Pequot
Endowment Fund, L.P. and certain other investors (filed as an Exhibit to
the Second Amendment to the Registration Statement on Form SB-2 filed on
May 3, 2000).
4.2 Form of Warrant to Purchase Shares of Common Stock dated April 28, 2000
(filed as an Exhibit to the Second Amendment to the Registration Statement
on Form SB-2 filed on May 3, 2000).
10.1 Securities Purchase Agreement dated April 28, 2000 between the Registrant,
Pequot Private Equity Fund II, L.P. and Pequot Endowment Fund, L.P. (filed
as an Exhibit to the Second Amendment to the Registration Statement on Form
SB-2 filed on May 3, 2000).
99.1 News Release of the Registrant dated April 27, 2000 (re: Chell).
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SIGNATURES
Pursuant to the requirements 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 CORP.
By: [signed: K. B. Scott] Date: May 9, 2000
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Kyle B.A. Scott, Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Amended and Restated Registration Rights Agreement dated April 28, 2000
between the Registrant, Pequot Private Equity Fund II, L.P., Pequot
Endowment Fund, L.P. and certain other investors.*
4.2 Form of Warrant to Purchase Shares of Common Stock dated April 28,
2000.*
10.1 Securities Purchase Agreement dated April 28, 2000 between the
Registrant, Pequot Private Equity Fund II, L.P. and Pequot Endowment
Fund, L.P. *
99.1 News Release of the Registrant dated April 27, 2000.
* included as an exhibit to the Second Amendment to the Registration Statement
on Form SB-2 filed on May 3, 2000.
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EXHIBIT 99.1
FUTURELINK CORP.
FUTURELINK REACHES SETTLEMENT AGREEMENT
IRVINE, CALIF., APRIL 27, 2000 - FutureLink Corp. (Nasdaq: FTRL), C Me Run Inc.
(OTC: CMER) and a number of related companies and individuals announced today
that they have reached an amicable resolution of the claims between them
advanced in the Court of Queen's Bench of Alberta. The parties have resolved
their differences and all actions between them are in the process of being
discontinued. The settlement did not involve any payment between CMe Run Inc.
and FutureLink Corp.
ABOUT FUTURELINK
FutureLink, The Application Utility Company(TM), is one of the founders of
the Application Service Provider (ASP) industry and a founding member of the ASP
Industry Consortium.
FutureLink's ASP Division provides businesses with off-site, Internet-based
computing. The company's Server-Based Computing Division builds application
server farms and provides Microsoft and Citrix application server software
integration services. With server-based computing solutions, FutureLink's
customers manage their own server farms while utilizing FutureLink's consulting
expertise. 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,
including the completion of any acquisition transaction or the achievement of
future 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.
FutureLink, the FutureLink logo and The Application Utility Company are
trademarks and/or registered trademarks of FutureLink, Inc. All other products
and services are the trademarks and/or registered trademarks of their respective
owners.
