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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
DATE OF REPORT (date of earliest event reported): August 4, 2000
Commission File Number 0-29495
World Commerce Online, Inc.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 52-2205697
(State of Incorporation) (IRS Employer Identification Number)
9677 Tradeport Drive
Orlando, Florida 32827
(Address of Principal Executive Offices and Zip Code)
(407) 240-8999
(Registrant's Telephone Number Including Area Code)
Item 2. Acquisition or Disposition of Assets.
On August 4, 2000, World Commerce Online, Inc. ("WCOL") through a
wholly owned subsidiary (the "Subsidiary"), entered into an Agreement and Plan
of Merger and Reorganization (the "Merger Agreement") with ProduceOnline.com,
Inc. ("POL") pursuant to which POL merged with and into the Subsidiary (the
"Merger") with POL surviving and becoming a wholly-owned subsidiary of WCOL.
POL's principal operations provide Internet-based technology products and
services that enable business-to-business electronic commerce, or B2B
e-commerce, intended for the produce industry.
The Merger Agreement provides that each outstanding share of POL common
stock, par value of $0.001 per share, be converted into 0.07764 (the "Exchange
Ratio") shares of WCOL common stock. In addition, each outstanding share of POL
Series A preferred stock, par value of $0.001 per share, is convertible into
shares of WCOL Series C redeemable convertible preferred stock, par value of
$0.001 per share, at a conversion rate equal to the Exchange Ratio divided by
ten. Each share of Series C preferred stock is convertible into 10 shares of
WCOL common stock.
Consideration for the acquisition included 423,592 shares of common
stock, 91,802 shares of Series C redeemable convertible preferred stock,
convertible into 918,021 shares of WCOL common stock, and assumption of
liabilities and transaction costs of approximately $2 million. In addition,
WCOL issued 372,955 shares of common stock that are subject to a repurchase
option that expires over the next 27 months.
Item 5. Other Events.
On August 14, 2000, WCOL entered into a Loan and Pledge Agreement with
Interprise Technology Partners LP ("ITP") whereby ITP agreed to make loans to
WCOL in the aggregate principal amount of $5 million. The loan matures on
February 12, 2001, and bears interest at a rate of 10% per annum.
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In connection with the loan, WCOL granted to ITP a warrant representing
the right to purchase up to that number of shares of Series D convertible
preferred stock or common stock equal to the quotient obtained by dividing
$900,000 by the exercise price ("Warrant Shares"). The exercise price is
dependent upon the class of Warrant Shares issued. For Series D preferred stock,
the exercise price shall be the lesser of $8 or the price per share of Series D
preferred stock issued in a private placement of no less than $10 million that
closes prior to February 14, 2001. In the event WCOL sells common stock through
an underwritten public offering with net proceeds at least equal to $10 million
that closes prior to February 14, 2001, then the warrant will be exercisable for
common stock at an exercise price of the lesser of $8 or the price per share of
common stock issued in an underwritten public offering. In the event that WCOL
fails to enter into either a private placement or public offering, the exercise
price shall be adjusted to $4. Upon execution of the warrant, 18,750 vest
immediately and additional warrants will vest with each loan draw of $500,000
equal to the quotient obtained by dividing $75,000 by the exercise price upon
exercise. The warrant expires on August 14, 2005.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired:
To be file by amendment on or before October 18, 2000, in accordance
with the provisions of paragraph (a) (4) of this Item.
Pro Forma Financial Information:
To be filed by amendment on or before October 18, 2000, in accordance
with the provisions of paragraph (a) (4) of this item.
(b) Exhibits:
The exhibits filed as part of this report are listed below and in the
Exhibit Index and are attached hereto immediately following the Exhibit
Index.
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<CAPTION>
Exhibit Number Description of Exhibit
-------------- ----------------------
<S> <C>
1.1 Agreement and Plan of Merger and Reorganization
By and Among World Commerce Online, Inc.,
Project Laker, Inc. and ProduceOnline.com, Inc.,
dated, August 4, 2000.
3.1 Certificate of Designations, Powers, Preferences and
Rights of Series C Preferred Stock of World Commerce
Online, Inc., dated August 4, 2000.
4.1 Warrant in favor of Interprise Technology Partners
LP, dated August 14, 2000.
10.1 Loan and Pledge Agreement by and among World Commerce
Online, Inc and Interprise Technology Partners LP,
dated August 14, 2000.
10.2 Senior Secured Promissory Note, dated August 14,
2000.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WORLD COMMERCE ONLINE, INC.
(Registrant)
Date: August 22, 2000 /s/ Robert H. Shaw
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Robert H. Shaw
Chairman of the Board and
Chief Executive Officer
/s/ Mark E. Patten
--------------------------------------------
Mark E. Patten
Chief Financial Officer and Executive Vice
President (Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
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<CAPTION>
Exhibit Number Description of Exhibit
-------------- ----------------------
<S> <C>
1.1 Agreement and Plan of Merger and Reorganization
By and Among World Commerce Online, Inc.,
Project Laker, Inc. and ProduceOnline.com, Inc.,
dated, August 4, 2000.
3.1 Certificate of Designations, Powers, Preferences and
Rights of Series C Preferred Stock of World Commerce
Online, Inc., dated August 4, 2000.
4.1 Warrant in favor of Interprise Technology Partners
LP, dated August 14, 2000.
10.1 Loan and Pledge Agreement by and among World Commerce
Online, Inc and Interprise Technology Partners LP,
dated August 14, 2000.
10.2 Senior Secured Promissory Note, dated August 14,
2000.
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